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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 20-F





(Mark One)



| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2011.

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

For the transition period from  to

Commission file number: 001-34947





BITAUTO HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)





N/A

(Translation of Registrants name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

New Century Hotel Office
Tower, 6/F

No. 6 South Capital Stadium Road

Beijing, 100044

The Peoples Republic of China

(Address of principal executive
offices)

Xuan Zhang

Chief Financial Officer

New Century Hotel Office Tower, 6/F

No. 6 South Capital Stadium Road

Beijing, 100044

The Peoples Republic of China

Tel: (86-10) 6849-2345

Email: ir@bitauto.com

Fax: (86 10) 6849-2200

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:



|                                                                                                                  |  |                                     
|----------------------------------------------------------------------------------------------------------------- |  | ------------------------------------
|Title of Each Class                                                                                               |  | Name of Exchange on Which Registered
|American depositary shares, each representing one ordinary share
Ordinary shares, par value US$0.00004 per share* |  | New York Stock Exchange             

* Not for trading, but only in connection with the listing on New York Stock Exchange of the American
depositary shares.





Securities registered or to be registered pursuant to Section 12(g) of the Act:

None (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None (Title of Class)





Indicate the number of outstanding shares of each of the Issuers classes of capital or common stock as of the close
of the period covered by the annual report. 41,640,890 ordinary shares, par value US$0.00004 per share, as of December 31, 2011.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.    Yes   ̈    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                         
|-------------------------- |  | -------------------- |  | ------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  x |  | Non-accelerated filer   ̈

Indicate by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:

U.S.
GAAP   ̈

International Financial Reporting Standards
as issued by the International Accounting Standards Board  x

Other   ̈

If Other has been checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow.    Item 17   ̈    Item 18   ̈

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13
or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.    Yes   ̈    No   ̈











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TABLE OF CONTENTS



|                           |  |                                                                              |     |  |     | 
|-------------------------- |  | ---------------------------------------------------------------------------- | --- |  | --- | 
|INTRODUCTION               |  |                                                                              | 1   | 
|                           | 
|FORWARD-LOOKING STATEMENTS |  |                                                                              | 2   | 
|                           | 
|PART I                     |  |                                                                              | 3   | 
|ITEM 1.                    |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                        |     |  | 3   | 
|ITEM 2.                    |  | OFFER STATISTICS AND EXPECTED TIMETABLE                                      |     |  | 3   | 
|ITEM 3.                    |  | KEY INFORMATION                                                              |     |  | 3   | 
|ITEM 4.                    |  | INFORMATION ON THE COMPANY                                                   |     |  | 37  | 
|ITEM 4A.                   |  | UNRESOLVED STAFF COMMENTS                                                    |     |  | 60  | 
|ITEM 5.                    |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 |     |  | 60  | 
|ITEM 6.                    |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   |     |  | 90  | 
|ITEM 7.                    |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |     |  | 99  | 
|ITEM 8.                    |  | FINANCIAL INFORMATION                                                        |     |  | 102 | 
|ITEM 9.                    |  | THE OFFER AND LISTING                                                        |     |  | 103 | 
|ITEM 10.                   |  | ADDITIONAL INFORMATION                                                       |     |  | 104 | 
|ITEM 11.                   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |     |  | 114 | 
|ITEM 12.                   |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |     |  | 115 | 
|                           | 
|PART II                    |  |                                                                              | 118 | 
|ITEM 13.                   |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |     |  | 118 | 
|ITEM 14.                   |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |     |  | 118 | 
|ITEM 15.                   |  | CONTROLS AND PROCEDURES                                                      |     |  | 118 | 
|ITEM 16.                   |  | [RESERVED]                                                                   |     |  | 120 | 
|ITEM 16A.                  |  | AUDIT COMMITTEE FINANCIAL EXPERT                                             |     |  | 120 | 
|ITEM 16B.                  |  | CODE OF ETHICS                                                               |     |  | 120 | 
|ITEM 16C.                  |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |     |  | 120 | 
|ITEM 16D.                  |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |     |  | 121 | 
|ITEM 16E.                  |  | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       |     |  | 121 | 
|ITEM 16F.                  |  | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 |     |  | 122 | 
|ITEM 16G.                  |  | CORPORATE GOVERNANCE                                                         |     |  | 122 | 
|ITEM 16H.                  |  | MINE SAFETY DISCLOSURE                                                       |     |  | 122 | 
|                           | 
|PART III                   |  |                                                                              | 123 | 
|ITEM 17.                   |  | FINANCIAL STATEMENTS                                                         |     |  | 123 | 
|ITEM 18.                   |  | FINANCIAL STATEMENTS                                                         |     |  | 123 | 
|ITEM 19.                   |  | EXHIBITS                                                                     |     |  | 123 | 



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INTRODUCTION

Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F
to:



| |  |  | we, us, our company, our and Bitauto refer to Bitauto Holdings Limited, a Cayman Islands
company, its subsidiaries and special purpose entities, or SPEs;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ADSs refers to our American depositary shares, each of which represents one ordinary share, and ADRs refers to American
depositary receipts, which, if issued, evidence our ADSs;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | China or the PRC refers to the Peoples Republic of China excluding, for the purpose of this annual report only, Hong
Kong, Macau and Taiwan;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | IFRS refers to International Financial Reporting Standards, as issued by the International Accounting Standards Board, or IASB;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | RMB or Renminbi refers to the legal currency of China; and
| | - |  | --------------------------------------------------------------



| |  |  | shares or ordinary shares refers to our ordinary shares, par value US$0.00004 per share, and preference shares
refers to our Series A preference shares, Series B preference shares, Series C preference shares, Series D-1 preference shares and Series D-2 preference shares, par value US$0.00004 per share, all of which were automatically converted into our
ordinary shares upon the completion of our initial public offering in November 2010.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our
financial statements are expressed in Renminbi, which is our presentation currency. Certain of our financial data in this annual report are translated into U.S. dollars solely for your convenience. Unless otherwise noted, all translations from
Renminbi to U.S. dollars in this annual report were made at a rate of RMB6.2939 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 30, 2011. We make no representation that any
Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, at the rate stated above, or at all. For more information, see Exchange Rates on page 4 of
this annual report.



1



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FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than
statements of historical facts are forward-looking statements. These forward-looking statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and
unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as may, will,
expect, is expected to, anticipate, aim, estimate, intend, plan, believe, is/are likely to or other similar expressions. We have based these
forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These
forward-looking statements include, but are not limited to, statements about:



| |  |  | our goals and strategies;
| | - |  | -------------------------



| |  |  | our future development, financial positions and results of operations;
| | - |  | ----------------------------------------------------------------------



| |  |  | the expected growth of the automotive industry and Internet marketing industry in China and globally;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | market acceptance of our services;
| | - |  | ----------------------------------



| |  |  | our expectations regarding demand for our services;
| | - |  | ---------------------------------------------------



| |  |  | competition in the automotive industry and Internet marketing industry;
| | - |  | -----------------------------------------------------------------------



| |  |  | PRC governmental policies and regulations relating to the automotive industry and Internet marketing industry; and
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | general economic and business conditions, particularly in China.
| | - |  | ----------------------------------------------------------------

You should read thoroughly this annual report and the documents that we refer to herein with the understanding that our
actual future results may be materially different from and/or worse than what we expect. Other sections of this annual report, including the Risk Factors and Operating and Financial Review and Prospects, discuss factors which could adversely impact
our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on
our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary
statements.

You should not rely upon forward-looking statements as predictions of future events. The
forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by applicable law.



2



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PART I



|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
|------- | -----------------------------------------------------

Not applicable.



|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

Not applicable.



|ITEM 3. | KEY INFORMATION
|------- | ---------------



|A. | Selected Financial Data
|-- | -----------------------

Our selected consolidated statements of comprehensive income data presented below for the years ended December 31, 2007, 2008, 2009, 2010 and 2011 and our selected consolidated statements of
financial position data as of December 31, 2008, 2009, 2010 and 2011 have been derived from our audited consolidated financial statements. The selected consolidated statements of comprehensive income data and the selected consolidated
statements of financial position data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes and Item 5. Operating and Financial Review and
Prospects included elsewhere in this annual report. Our audited consolidated financial statements are prepared in accordance with IFRS. Our consolidated financial statements for the years ended December 31, 2009, 2010 and 2011 are
included elsewhere in this annual report. Our historical results do not necessarily indicate results expected for any future periods.



|                                                                                                   |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|-------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | ---- |  | ---------- | ---- |  |  | ---------- | - |  | ---- | ---------- | - | --- |  | ---------- | - |  |  | ------- | -
|                                                                                                   |  | For the Year Ended December 31,                 |           
|                                                                                                   |  | 2007                                            |            |   | 2008 |  |            | 2009 |  |  | 2010       |   |  | 2011 |           
|                                                                                                   |  | RMB                                             |            |   | RMB  |  |            | RMB  |  |  | RMB        |   |  | RMB  |            |   | US$ | 
|                                                                                                   |  | (In thousands, except share and per share data) |           
|Consolidated Statements of Comprehensive Income Data                                               |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|Continuing Operations                                                                              |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|Revenue                                                                                            |  |                                                 | 127,699    |   |      |  | 238,978    |      |  |  | 293,313    |   |  |      | 458,105    |   |     |  | 669,954    |   |  |  | 106,445 |  
|Cost of revenue                                                                                    |  |                                                 | (44,502    | ) |      |  | (74,224    | )    |  |  | (105,746   | ) |  |      | (148,701   | ) |     |  | (213,770   | ) |  |  | (33,965 | )
|                                                                                                   |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|Gross profit                                                                                       |  |                                                 | 83,197     |   |      |  | 164,754    |      |  |  | 187,567    |   |  |      | 309,404    |   |     |  | 456,184    |   |  |  | 72,480  |  
|Selling and administrative expenses(1)                                                             |  |                                                 | (67,589    | ) |      |  | (99,951    | )    |  |  | (125,268   | ) |  |      | (212,002   | ) |     |  | (347,734   | ) |  |  | (55,249 | )
|Product development expenses                                                                       |  |                                                 | (4,644     | ) |      |  | (14,437    | )    |  |  | (17,090    | ) |  |      | (29,778    | ) |     |  | (36,635    | ) |  |  | (5,821  | )
|                                                                                                   |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|Operating profit                                                                                   |  |                                                 | 10,964     |   |      |  | 50,366     |      |  |  | 45,209     |   |  |      | 67,624     |   |     |  | 71,815     |   |  |  | 11,410  |  
|Other income                                                                                       |  |                                                 | 1,933      |   |      |  | 4,180      |      |  |  | 595        |   |  |      | 5,358      |   |     |  | 24,840     |   |  |  | 3,947   |  
|Other expenses                                                                                     |  |                                                 | (43        | ) |      |  | (1,267     | )    |  |  | (1,168     | ) |  |      | (1,346     | ) |     |  | (2,372     | ) |  |  | (377    | )
|Changes in fair value of derivative component of convertible preference shares                     |  |                                                 | (155,202   | ) |      |  | 50,295     |      |  |  | (33,305    | ) |  |      | (1,270,702 | ) |     |  |           |   |  |  |        |  
|Changes in fair value of convertible promissory notes                                              |  |                                                 |           |   |      |  | (8,709     | )    |  |  | 680        |   |  |      |           |   |     |  |           |   |  |  |        |  
|Interest income                                                                                    |  |                                                 | 743        |   |      |  | 636        |      |  |  | 373        |   |  |      | 618        |   |     |  | 3,963      |   |  |  | 630     |  
|Interest expense                                                                                   |  |                                                 |           |   |      |  |           |      |  |  |           |   |  |      | (993       | ) |     |  | (1,238     | ) |  |  | (197    | )
|Finance costs on convertible preference shares                                                     |  |                                                 | (4,252     | ) |      |  | (10,748    | )    |  |  | (14,917    | ) |  |      | (9,355     | ) |     |  |           |   |  |  |        |  
|Share of loss of an associate                                                                      |  |                                                 |           |   |      |  |           |      |  |  |           |   |  |      |           |   |     |  | (77        | ) |  |  | (12     | )
|                                                                                                   |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|(Loss)/profit before tax from continuing operations                                                |  |                                                 | (145,857   | ) |      |  | 84,753     |      |  |  | (2,533     | ) |  |      | (1,208,796 | ) |     |  | 96,931     |   |  |  | 15,401  |  
|Income tax expense                                                                                 |  |                                                 | (127       | ) |      |  | (439       | )    |  |  | (3,503     | ) |  |      | (13,185    | ) |     |  | (9,758     | ) |  |  | (1,550  | )
|                                                                                                   |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|(Loss)/profit from continuing operations                                                           |  |                                                 | (145,984   | ) |      |  | 84,314     |      |  |  | (6,036     | ) |  |      | (1,221,981 | ) |     |  | 87,173     |   |  |  | 13,851  |  
|                                                                                                   |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|(Loss)/profit for the
year(2)                                                                      |  |                                                 | (174,416   | ) |      |  | 36,416     |      |  |  | (60,348    | ) |  |      | (1,273,291 | ) |     |  | 87,173     |   |  |  | 13,851  |  
|Total comprehensive
(loss)/income(3)                                                               |  |                                                 | (164,395   | ) |      |  | 54,742     |      |  |  | (60,150    | ) |  |      | (1,247,878 | ) |     |  | 58,696     |   |  |  | 9,326   |  
|                                                                                                   |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|(Loss)/profit per share from continuing operations attributable to ordinary shareholders           |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|Basic                                                                                              |  |                                                 | (6.86      | ) |      |  | 3.16       |      |  |  | (0.21      | ) |  |      | (36.74     | ) |     |  | 2.11       |   |  |  | 0.34    |  
|Diluted                                                                                            |  |                                                 | (6.86      | ) |      |  | 1.64       |      |  |  | (0.21      | ) |  |      | (36.74     | ) |     |  | 2.06       |   |  |  | 0.33    |  
|(Loss)/profit per share attributable to ordinary shareholders                                      |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|Basic                                                                                              |  |                                                 | (8.21      | ) |      |  | 1.41       |      |  |  | (2.07      | ) |  |      | (38.29     | ) |     |  | 2.11       |   |  |  | 0.34    |  
|Diluted                                                                                            |  |                                                 | (8.21      | ) |      |  | 0.87       |      |  |  | (2.07      | ) |  |      | (38.29     | ) |     |  | 2.06       |   |  |  | 0.33    |  
|Weighted average number of ordinary shares outstanding used in (loss)/profit per share calculation |  |                                                 |            |   |      |  |            |      |  |  |            |   |  |      |            |   |     |  |            |   |  |  |         |  
|Basic                                                                                              |  |                                                 | 10,633,323 |   |      |  | 12,048,855 |      |  |  | 12,123,008 |   |  |      | 15,987,475 |   |     |  | 41,233,110 |   |  |  |         |  
|Diluted                                                                                            |  |                                                 | 10,633,323 |   |      |  | 27,282,708 |      |  |  | 12,123,008 |   |  |      | 15,987,475 |   |     |  | 42,408,833 |   |  |  |         |  



3



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##### Table of Contents



|(1) | Including share-based payments of RMB2.1 million, RMB0.8 million, RMB0.3 million, RMB7.5 million and RMB18.7 million (US$3.0million) in
2007, 2008, 2009, 2010 and 2011, respectively. Also including non-capitalized initial public offering expenses of RMB4.8 million in 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Including (loss)/profit for the year from continuing operations and loss after tax for the year from discontinued operations.
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(3) | Including (loss)/profit for the year and foreign currency exchange difference.
|--- | ------------------------------------------------------------------------------

The following table sets forth our selected consolidated statements of financial position as of December 31, 2008,
2009, 2010 and 2011.



|                                                   |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 
|-------------------------------------------------- |  | ------------------ | -------- | - | ---- |  | -------- | ---- |  |  | --------- |  |  | --- | --------- |  |  |  | ------- | 
|                                                   |  | As of December 31, |         
|                                                   |  | 2008               |          |   | 2009 |  |          | 2010 |  |  | 2011      | 
|                                                   |  | RMB                |          |   | RMB  |  |          | RMB  |  |  | RMB       |  |  | US$ |          
|                                                   |  | (In thousands)     |         
|Consolidated Statements of Financial Position Data |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 
|Assets                                             |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 
|Current assets                                     |  |                    | 276,312  |   |      |  | 429,761  |      |  |  | 1,137,963 |  |  |     | 1,159,200 |  |  |  | 184,178 | 
|Non-current assets                                 |  |                    | 90,163   |   |      |  | 103,105  |      |  |  | 37,733    |  |  |     | 142,120   |  |  |  | 22,581  | 
|                                                   |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 
|Total assets                                       |  |                    | 366,475  |   |      |  | 532,866  |      |  |  | 1,175,696 |  |  |     | 1,301,320 |  |  |  | 206,759 | 
|                                                   |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 
|Liabilities                                        |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 
|Current liabilities                                |  |                    | 154,620  |   |      |  | 249,735  |      |  |  | 352,283   |  |  |     | 405,760   |  |  |  | 64,469  | 
|Non-current liabilities:                           |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 
|Convertible preference shares                      |  |                    | 305,850  |   |      |  | 473,620  |      |  |  |          |  |  |     |          |  |  |  |        | 
|Total non-current liabilities                      |  |                    | 353,083  |   |      |  | 477,299  |      |  |  |          |  |  |     | 9,698     |  |  |  | 1,541   | 
|                                                   |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 
|Total liabilities                                  |  |                    | 507,703  |   |      |  | 727,034  |      |  |  | 352,283   |  |  |     | 415,458   |  |  |  | 66,010  | 
|                                                   |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 
|Total equity                                       |  |                    | (141,228 | ) |      |  | (194,168 | )    |  |  | 823,413   |  |  |     | 885,862   |  |  |  | 140,749 | 
|                                                   |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 
|Total liabilities and equity                       |  |                    | 366,475  |   |      |  | 532,866  |      |  |  | 1,175,696 |  |  |     | 1,301,320 |  |  |  | 206,759 | 
|                                                   |  |                    |          |   |      |  |          |      |  |  |           |  |  |     |           |  |  |  |         | 

Exchange Rate Information

We conduct substantially all of our operations in China. A substantial portion of our sales and our costs and expenses are
denominated in Renminbi. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, at the rates stated below, or at
all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. On April 20, 2012, the noon buying rate was
RMB6.3080 to US$1.00.



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The following table sets forth information concerning exchange rates between
the Renminbi and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our periodic
reports or any other information to be provided to you. For all dates and periods through December 31, 2008, exchange rates of Renminbi into the U.S. dollar are based on the noon buying rate in The City of New York for cable transfers of
Renminbi as certified for customs purposes by the Federal Reserve Bank of New York. For January 1, 2009 and all later dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal
Reserve Board. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report were made at a rate of RMB6.2939 to US$1.00, the exchange rate set forth in the H.10 statistical
release of the Federal Reserve Board on December 30, 2011.



|                               |  |                   |        |  |            |  |        |     |  |  |        |  |  |  |        | 
|------------------------------ |  | ----------------- | ------ |  | ---------- |  | ------ | --- |  |  | ------ |  |  |  | ------ | 
|                               |  | Exchange Rate     |       
|Period                         |  | Period End        |        |  | Average(l) |  |        | Low |  |  | High   | 
|                               |  | (RMB per US$1.00) |       
|2007                           |  |                   | 7.2946 |  |            |  | 7.5806 |     |  |  | 7.8127 |  |  |  | 7.2946 | 
|2008                           |  |                   | 6.8225 |  |            |  | 6.9193 |     |  |  | 7.2946 |  |  |  | 6.7800 | 
|2009                           |  |                   | 6.8259 |  |            |  | 6.8295 |     |  |  | 6.8470 |  |  |  | 6.8176 | 
|2010                           |  |                   | 6.6000 |  |            |  | 6.7603 |     |  |  | 6.8330 |  |  |  | 6.6000 | 
|2011                           |  |                   | 6.2939 |  |            |  | 6.4633 |     |  |  | 6.6364 |  |  |  | 6.2939 | 
|October                        |  |                   | 6.3547 |  |            |  | 6.3710 |     |  |  | 6.3825 |  |  |  | 6.3534 | 
|November                       |  |                   | 6.3765 |  |            |  | 6.3564 |     |  |  | 6.3839 |  |  |  | 6.3400 | 
|December                       |  |                   | 6.2939 |  |            |  | 6.3482 |     |  |  | 6.3733 |  |  |  | 6.2939 | 
|2012                           |  |                   |        |  |            |  |        |     |  |  |        |  |  |  |        | 
|January                        |  |                   | 6.3080 |  |            |  | 6.3119 |     |  |  | 6.3330 |  |  |  | 6.2940 | 
|February                       |  |                   | 6.2935 |  |            |  | 6.2997 |     |  |  | 6.3120 |  |  |  | 6.2935 | 
|March                          |  |                   | 6.2975 |  |            |  | 6.3125 |     |  |  | 6.3315 |  |  |  | 6.2975 | 
|April (through April 20, 2012) |  |                   | 6.3080 |  |            |  | 6.3052 |     |  |  | 6.3150 |  |  |  | 6.2975 | 



|(1) | Annual averages are calculated using the average of month-end rates of the relevant year. Monthly averages are calculated using the average of the
daily rates during the relevant period.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|B. | Capitalization and Indebtedness
|-- | -------------------------------

Not applicable.



|C. | Reasons for the Offer and Use of Proceeds
|-- | -----------------------------------------

Not applicable.



|D. | Risk Factors
|-- | ------------

Risks Related to Our Business and Industry

Our future growth depends
on the increased acceptance of the Internet as an effective marketing platform by the automotive industry and the increased Internet penetration among the general population in China.

We generate a significant portion of our revenues from providing Internet marketing services to automakers and automobile
dealers. However, Internet marketing has not yet been widely accepted as an effective marketing platform by Chinas automotive industry. Many of our current or potential customers have not traditionally devoted a significant portion of their
advertising or marketing budgets to web-based media. They may have limited experience with the Internet as an advertising and marketing medium and therefore may not find the Internet to be effective for promoting their automobiles and related
services. Some automakers and dealers may still prefer traditional print and broadcast media and may not be willing to spend a significant portion of their



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marketing budgets on online advertising. In addition, development of web software that blocks Internet advertisements before they appear on a users screen may hinder the growth of Internet
marketing. Our customers may choose not to use Internet marketing services if their advertisements cannot reach the intended population due to this kind of software. Any negative perceptions as to the effectiveness of Internet marketing services may
limit the growth of our business and adversely affect our results of operations. If the Internet does not become more widely accepted as a media platform for advertising and marketing, our business, financial position and results of operations could
be materially and negatively affected.

Internet usage in China is limited among the general population. China
has a relatively low penetration rate compared to most developed countries. The relatively high cost of Internet access may limit the increase in Internet penetration rate in China. The relatively underdeveloped telecommunications infrastructure and
capacity constraints may further impede the development of the Internet to the extent that users experience delays, transmission errors and other difficulties. In addition, China has only recently developed the Internet as a commercial medium and as
a result, our Internet marketing business is subject to many uncertainties, which could materially and adversely affect our business prospects, financial condition and results of operations.

Our dealer service delivery model is relatively new in China, and if we cannot attract enough dealers to subscribe to such service,
we may not be able to sustain our revenue growth and operating profit.

With respect to our dealer
customers, the manner in which we deliver our services is relatively new in China. Our Easypass platform, designed for dealers of new automobiles, is based on a service distribution model through which we deliver a package of software applications
over the Internet to the subscribers of our new automobile dealer services. Used automobile dealers may list their automobiles in our database and have the option to publish their listings on our taoche.com(formerlyucar.cn) website
and our partner websites through our Transtar platform, which is similar to our Easypass platform but is focused on used car listings. These platforms are Internet-based and offer a package of software applications that enable our dealer customers
to create their own websites, publish automobile pricing and other promotional information and communicate with interested buyers. This differs from the traditional licensing arrangements for software applications. Furthermore, Easypass and Transtar
platforms enable our dealer customers to publish their automobile listing and promotional information simultaneously on our websites and our partner websites. We typically pay a fixed fee to our partner websites for space on their websites in order
to extend our automotive contents reach and to attract dealers to subscribe to our Easypass and Transtar services. If our service delivery model for dealers cannot gain sufficient market acceptance, we may not be able to sustain our revenue
growth and operating profit.

Failure to enhance our brand recognition could have a material adverse effect on our
results of operations and growth prospects.

We believe the importance of brand recognition will
increase as the number of Internet users in China grows. If we fail to effectively enhance our brand recognition, we may not be able to attract new advertising business to our own websites. Furthermore, for our websites to be successful, we need to
attract visitors to our websites on a regular basis by providing automobile and other relevant information. We may need to offer news, reports, reviews and specifications on substantially all automobile models available in China even though the
manufacturers of some automobiles do not use any of our Internet marketing services. If such free offerings fail to attract enough visitors to our websites, we may not be able to generate sufficient revenues to pay for these offerings, which could
materially and adversely affect our financial position and results of operations.

We also need to continue to
enhance our brand awareness among automobile dealers and automakers in order to build on our position as a leading automobile Internet marketing service provider. While we have a large network of dealer customers and can reach a broad consumer base
by partnering with other portals, listings by our dealer customers are placed on our partner websites in addition to our own websites. Our partner websites that distribute our dealers listing information may not always quote our names on their
websites, and as a result, we may not achieve greater visibility among Internet users. This could increase our reliance on our partner websites.



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We have taken steps to enhance our brand recognition and gradually establish
our identity independent of our partner websites by expending significant time and resources, including participating in trade shows and other branding events. In June 2011, we entered an agreement with Baidu, Inc., the leading Chinese language
Internet search provider, to be the exclusive supplier of auto-related content for Aladdin, Baidus open data platform. Pursuant to the year-long agreement, effective from June 1, 2011, we provide selected auto-related content, including
auto listings, pictures, reviews, and dealer information to enhance Baidus Aladdin-enabled search research results, which include real-time, dynamic and interactive content alongside static search results. When Baidu users search for
auto-related information, Baidu agreed to exclusively display relevant content provided by us in the Aladdin-enabled section of the search results page. Our branding efforts in 2011, including the Baidu-Bitauto cooperation arrangement, had a
positive impact on our brand awareness with noticeable increases in traffic to our bitauto.com website.

While we plan to continue to enhance our brand recognition, we may not always be able to achieve our expected results or
do so in a short period of time. If this happens, our business prospects, financial condition and results of operations may be materially adversely affected.

A limited number of automakers have contributed to a significant portion of our revenues, and if we are unable to maintain these key relationships or establish new relationships with additional
automakers, our results of operations would be materially and adversely affected.

In the past, a
limited number of automakers have contributed a significant portion of our revenues, primarily in the form of service fees for our digital marketing solutions and advertising fees for advertisement placements on our bitauto.comand
taoche.comwebsites. Revenue concentration is primarily a factor for our digital marketing solutions business due to the relatively small number of automaker customers for this business segment and the large size of their contracts with us.
In 2009, 2010 and 2011, revenues from the top three customers in each period accounted for approximately 28.9%, 23.5% and 18.1%, respectively, of our total revenues from continuing operations. In particular, our largest customer, FAW Mazda Motor
Sales Co., Ltd., or FAW Mazda, a China-based joint venture automaker, accounted for 21.4%, 16.3% and 10.2% of our total revenues from continuing operations in 2009, 2010 and 2011, respectively. In addition, we generate revenue indirectly from these
top customers in the form of performance-based rebates. When we place advertisements on behalf of our automaker customers, we typically receive performance-based rebates from media vendors calculated as a percentage of qualifying payments for the
advertising space purchased and utilized by our automaker customers. See Risks Related to Our Business and IndustryWe may not be able to continue to collect performance-based rebates for the advertisements we place on other
websites, which is an important source of revenues for us.

Our top three customers vary from year to
year, but FAW Mazda has remained our largest customer in the past three years. We anticipate that a small number of automakers, especially FAW Mazda, will continue to contribute to a significant percentage of our revenues in the foreseeable future.
However, there is no assurance that our relationships with any of our existing automaker customers will continue in the future, or we could receive any minimum level of revenues from them. If we lose one or more of our important automaker customers,
or if they materially reduce their purchase of our services, our results of operations would be materially and adversely affected.

We may not be able to continue to collect performance-based rebates for the advertisements we place on other websites, which is an important source of revenues for us.

An important part of our digital marketing solutions business is to place advertisements on other websites on behalf of
our automaker customers. Such media vendor websites often offer incentives in the form of performance-based rebates equal to a percentage of qualifying payments for advertising space purchased and utilized by our customers. Performance-based rebates
are an important source of our revenues. In 2009, 2010 and 2011, income from performance-based rebates accounted for 20.8%, 17.8% and 11.6%, respectively, of our total



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revenues from continuing operations. Nonetheless, our ability to collect rebates from a media vendor website is contingent upon the total value of advertisements we place on such websites during
a set time period and whether such value reaches the pre-determined thresholds. If we fail to reach the set threshold, we may not be able to continue to collect performance-based rebates at our expected levels, if at all. In this scenario, if we
fail to reach the set minimum, we would lose not only part or all of the rebates, but also our performance security deposit. Some websites, in particular those with a large visitor base, may set the thresholds high or raise them from time to time
and we may not be able to negotiate the rebate percentages or the threshold levels. Furthermore, media vendor websites may reduce the percentage of rebates or may not offer them at all. Our income from performance-based rebates may decrease or
disappear, which could materially and adversely affect our financial condition and results of operations.

Our strategy
to grow our used automobile-related business through our taoche.com (formerly ucar.cn) business, may not succeed.

One of our growth strategies is to continue investing in our used automobile business through our taoche.comwebsite, which is currently a relatively small portion of our operations and for which
we incurred a gross loss of RMB4.5 million, RMB8.5 million and RMB9.5 million (US$1.5 million) in 2009, 2010 and 2011, respectively, primarily due to increases in cost of revenues. In the past few years, automobile purchases by
general consumers have experienced rapid growth in China. Automobiles are becoming more affordable to a broader group of consumers at different income levels. Many people have purchased or plan to purchase cars for the first time. We believe a
market for used automobiles will gradually develop as the number of consumer-owned automobiles increases. However, the development of a used automobile market in China is subject to a high level of uncertainty and we cannot predict how the market
will develop, if at all, in the future. Even if a used automobile market does develop, we cannot predict whether there will be a similar market on the Internet and whether our taoche.comwebsite will be poised to capture any of the growth.
Our investment in the used automobile business may not prove profitable if the online market for used automobile information fails to develop or develops at a slower rate than expected, which could materially and adversely affect our financial
condition and results of operations.

We are facing increased competition, and if we cannot compete effectively, our
financial condition and results of operations may be harmed.

Our bitauto.com business faces
competition from many market participants. With respect to our new automobile advertising services, we face competition from Chinas automotive vertical websites, such as pcauto.com.cnand autohome.com.cn, as well as the
automotive channels of major portals and traditional forms of media. Although we believe the rapid increase in Chinas online population will draw more attention away from traditional forms of media, such as radio, television, newspapers, and
magazines, we still compete with them for clients and advertising revenues. Competition with portals and automotive vertical websites is primarily centered on website traffic and brand recognition among general Internet users, spending by automakers
and automobile dealers, and customer retention and acquisition. In addition, because the entry barrier for the Internet advertising business is relatively low, new competitors, such as social networking websites and Internet video websites, may be
able to launch competitive services at relatively low costs and may acquire market share in a relatively short period of time. This is especially true for portal websites. Some competitors of our automobile advertising services have greater
financial and other resources than we do and may in the future achieve greater market acceptance and gain a greater market share. With respect to our new automobile dealer subscription services, we face competition from autohome.com.cnand
pcauto.com.cnin terms of automobile inventory, timeliness and accuracy of automobile pricing information and website traffic. We believe our large dealer customer base and innovative Easypass automobile marketing and CRM platform have put us
at an advantageous position over our competitors, but we cannot assure you whether we would be able to maintain such competitive advantages in the future.

Our used automobile business, currently operated through our taoche.comwebsite, faces competitions from other used automobile websites, such as 51auto.comand hx2car.com, as well as
other portals and media that



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publish used automobile information. The parameters of competition are similar to those of our bitauto.com business, except that the competition for our taoche.com business is more focused on
used automobile inventory and market penetration among dealers. Furthermore, the used automobile market is still in an early stage of development and we expect more competitors will join the market in the future.

For our digital marketing solutions business, we compete with other Internet marketing service providers in China. We
face competition from the digital marketing business of well-established international advertising agencies such as Dentsu and WPP as well as local agencies that specialize in providing online marketing services, including AllYes Online Media,
Hylink Advertising and Beijing Catch Stone Advertising. Most of these competitors do not focus only on the automotive industry, but also provide online marketing services to clients in other industries and may have greater resources and established
reputation. As a result, these companies may be able to respond more quickly to changes in customer demands or to devote greater resources to the development, promotion and sale of their products and services than we can. In the automotive industry,
we not only compete for customers, but also compete in terms of advertisement design, relationships with other media vendors, the quality, breadth, prices and effectiveness of services. Competition could affect our market share, pricing, and cost
structure. We cannot assure you that we will continue to compete effectively with our existing competitors, maintain our current fee arrangements, or compete effectively with new competitors in the future.

If we are unable to compete effectively and successfully at reasonable costs against our existing and future competitors
in any of our business segments, our business prospects, financial condition and results of operations may be materially and adversely affected.

We may not be able to maintain good cooperative relationships with our partner websites on reasonable terms, which could materially harm our business and results of operations.

To broaden our automotive contents consumer reach, we not only place listings by our dealer customers on our
automotive vertical websites, bitauto.comand taoche.com, but also on 71 partner websites as of December 31, 2011, including major portals operated by Tencent, Sina, Netease, Yahoo China and Tom Online and social networking
websites, such as Renren and Kaixin. We typically pay a fixed fee to our partner websites for their advertising resources. Our partner websites may change the terms of cooperation, including raising prices, which would increase our operating
expenses and eventually force us to end our relationships with them if the terms become commercially unreasonable. In addition, some of our partner websites may choose to partner with our competitors or decide to develop an automobile listing and
dealer information database by themselves. If we are unable to partner with all or most of major portals on reasonable terms, we may experience a reduction in the number of dealers using our services, which could materially and adversely affect our
results of operations. Although we do not rely on any one partner website for our dealer service business, material changes to our relationship, and our contract terms, with many of them may have a material adverse impact on our dealer service
business model.

We rely on Chinas automotive industry for substantially all our revenues and future growth, but
the automotive industry is still at an early stage of development and subject to many uncertainties.

We rely on Chinas automotive industry for substantially all our revenues, which we generate from providing Internet
marketing services to automakers and automobile dealers. We have greatly benefited from the rapid growth of Chinas automotive industry during the past few years. However, Chinas automotive industry is still at an early stage of
development and remains subject to many uncertainties. We cannot predict how this industry will develop in the future. Further, the growth of Chinas automotive industry could be affected by many factors, including:



| |  |  | general economic conditions in China and around the world;
| | - |  | ----------------------------------------------------------



| |  |  | the growth of disposable household income and the availability and cost of credit available to finance automobile purchases;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | taxes and other incentives or disincentives related to automobile purchases and ownership;
| | - |  | ------------------------------------------------------------------------------------------



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| |  |  | environmental concerns and measures taken to address these concerns;
| | - |  | --------------------------------------------------------------------



| |  |  | the cost of energy, including gasoline prices, and the cost of automobile licensing and registration fees;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the improvement of the highway system and availability of parking facilities; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | other government policies relating to the automotive industry in China, including the phasing out of government subsidies to promote auto sales.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

Any adverse change to these factors could reduce demand for automobiles, which, in return,
would likely reduce demand for our products and services from automakers and dealers. Demand for our products and services is particularly sensitive to changes in general economic conditions. Automakers and dealers typically cut their marketing
expenditures during periods of economic downturn. In addition, purchases of new automobiles are often discretionary for consumers and have been, and may continue to be, affected by negative trends in the economy. Historically, unit sales of
automobiles, particularly new automobiles, has been cyclical, fluctuating with general economic cycles. If Chinas automotive industry fails to expand or Chinas economy stagnates or contracts, our business, financial condition and results
of operations would be materially and adversely affected.

Government policies on automobile purchases and ownership may
materially affect our results of operations.

Government policies on automobile purchases and ownership
may have a material effect on our business due to their influence on consumer behaviors. In early 2009, the PRC government lowered the purchase tax on passenger automobiles with 1.6 liter or smaller engine from 10% to 5% and introduced a trade-in
subsidy on used automobiles with lower emission standards ranging from RMB3,000 to RMB6,000, leading to a 46% increase in passenger automobile sales in 2009. The purchase-tax for automobiles with 1.6-liter or smaller engines was adjusted to 7.5% in
2010 but was increased to 10% on January 1, 2011. In the face of concerns about a significant slowdown in automobile sales in 2010, the PRC government announced a plan to provide a subsidy of RMB3,000 per automobile for purchases of certain
fuel-efficient automobiles with 1.6-liter or smaller engines. More recently, government subsidies to promote automobile sales are being phased out. We cannot predict whether government subsidies will remain in the future or whether similar
incentives will be introduced, and if they are, their impact on automobile sales in China. It is possible that automobile sales may decline significantly upon expiration of the existing government subsidies if consumers have become used to such
incentives and delay purchase decisions in the absence of new incentives. If automobile sales indeed declines, our revenues may fluctuate and our results of operations may be materially and adversely affected.

In order to control traffic and reduce the number of automobiles in Beijing, local Beijing governmental authorities
adopted regulations and relevant implementing rules in December 2010 to limit the total number of license plates issued to new automobile purchases in Beijing each year. The implementing rules were amended in December 2011 and came into effect in
January 2012. It is believed that these regulations may have already affected automobile sales in Beijing, which in turn may have a material adverse impact on our business due to our reliance on the performance of automakers and automobile dealers.

Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer
confidence, may materially and adversely affect our business, financial condition and results of operations.

Any actual or perceived threat of a financial crisis in China, in particular a credit and banking crisis, could have an indirect, but material and adverse impact on our business and results of operations.
After experiencing brief disruptions caused by the United States financial crisis, the Chinese economy has rebounded since early 2009 partly due to a sharp rise in the volume of bank loans as part of Chinas response to the global economic
crisis. The European sovereign debt crisis has escalated since 2011 and it is unclear whether the European sovereign debt crisis will be contained and what effects it may have. There is considerable uncertainty over the long-term effects of the
expansionary monetary and fiscal policies that have been adopted by the central banks and financial authorities of some of the worlds leading economies, including Chinas. There have also been



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concerns over unrest in the Middle East and Africa, which have resulted in higher oil prices and significant market volatility, and over the possibility of a war involving Iran. There have also
been concerns about the economic effect of the earthquake, tsunami and nuclear crisis in Japan. Economic conditions in China are sensitive to global economic conditions, and it is impossible to predict how the Chinese economy would develop in the
future and whether it might experience any financial crisis in a manner and scale similar to that in the United States.

Nonetheless, any slowdown in Chinas economic development might lead to tighter credit markets, increased market volatility, sudden drops in business and consumer confidence and dramatic changes in
business and consumer behaviors. In response to their perceived uncertainty in economic conditions, consumers might delay, reduce or cancel purchases of automobiles, which to some extent are considered as luxury items by many people in China, and
our customers may also defer, reduce or cancel purchasing our services. To the extent any fluctuations in the Chinese economy significantly affect automakers and dealers demand for our services or change their spending habits, our
results of operations may be materially and adversely affected.

In addition, an economic downturn may reduce
the number of automakers and dealers in China and decrease the demand for our services. We depend on automakers and dealers for business. Continued economic growth in China expanded the network of automakers and dealers, which is the primary source
of our customers. Since the early 1990s, many non-automotive enterprises joined Chinas automotive industry and started offering new lines of automobiles. An increasing number of foreign brands gradually entered the PRC market primarily by
forming joint ventures with Chinese brands. Growing automobile production capacity and production volume have significantly increased the number of dealers. By contrast, negative economic trends could lead to consolidations among automakers and
dealers, and in effect shrink our customer base. Production lines might be contracted or shut down. A reduction in the number of automakers and dealers would reduce the number of opportunities we have to sell our products and services. To the extent
that the automakers and dealers have used our products or services, consolidations may result in purchase cancellation of those product or service offerings. Any decrease in demand for our products and services could materially and adversely affect
our ability to generate revenues, which in turn could adversely affect our financial condition and results of operations.

We may be liable to pay the media vendors in connection with the advertisements we placed with them on behalf of our automaker
customers if we fail to collect some or all the payments from these automaker customers.

As part of
our digital marketing solutions business, we place advertisements on the websites of our media vendors on behalf of our automaker customers. We enter into advertising agreements with media vendors only after our customers have confirmed the proposed
advertisements in their agency agreements with us. The media vendors are obligated to place the advertisements based on our customers specific requirements. We receive net service fees for such advertising services and record a receivable from
our customers and a corresponding payable due to the media vendors based on the total amount of advertisements placed. However, we need to pay our media vendors for their advertising resources when payments are due regardless of whether our
automaker customers have made payments to us. Our contracts with media vendors generally also allow the media vendors to claim past-due payments of advertising fees directly from our automaker customers.

As of December 31, 2011, our trade receivables and our trade payables were RMB433.8 million
(US$68.9 million) and RMB201.1 million (US$32.0 million), respectively. Of these receivables and payables, RMB156.2 million (US$24.8 million) was related to the receivables from our automaker customers and the corresponding
payables due to media vendors in connection with the advertisements we placed with the media vendors on behalf of our automaker customers. Historically, we have not experienced any significant collection issues that required us to provide for bad
debts in connection with our receivables from our automaker customers. Under our contracts with media vendors, terms of our trade payables due to media vendors generally correspond to, or are longer than, the terms of our receivables due from our
automaker customers. However, we cannot assure you that our automaker customers will continue to make timely and full payments to us for the



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advertisements we placed on their behalves. If we fail to collect all or part of such payments from our automaker customers, we may continue to be held liable to pay the media vendors the full
amount of our payables when they become due. In addition, we may incur penalty for late payments. As a result, our business, financial condition and results of operations would be materially and adversely affected.

Our customers may not renew their contracts for our services and we may not be able to sell additional or enhanced services to our
existing customers.

Our customers, including automakers and dealers, may not renew their contracts or
subscriptions for our services after the expiration of their terms. They may also renew for shorter contract lengths or for lower cost editions of our services. Our renewal rates may decline or fluctuate as a result of a number of factors, including
customer dissatisfaction with our services, customers ability to maintain their operations and spending levels, and deteriorating general economic conditions. If our customers do not renew their contracts or subscriptions for our services or
switch to lower cost editions at the time of renewal, our revenues could decline and our business may suffer. Our future success also depends in part on our ability to sell additional services or enhanced editions of our services to our current
customers. This may also require increasingly sophisticated and costly sales efforts. Similarly, the rate at which our customers purchase new or enhanced services depends on a number of factors, including general economic conditions. If our efforts
to sell new or enhanced services to our customers are not successful, our business may suffer.

Problems with
Chinas Internet infrastructure or with our third-party data center hosting facilities could impair the delivery of our services and harm our business.

Our Internet businesses are heavily dependent on the performance and reliability of Chinas Internet infrastructure,
the continual accessibility of bandwidth and servers to our service providers networks, and the continuing performance, reliability and availability of our technology platform. Our Easypass and Transtar platforms use the Internet to deliver
services to our dealer customers, who access our software applications on the Internet. Distribution of dealer listing information is also accomplished through the Internet. Because we do not license our software to our customers, our customers
depend on the Internet to access our services. In addition, we depend on the Internet to effectively publish our customers advertisements on our websites, which must be properly running and accessible to all visitors at all times. We rely on
major Chinese telecommunication companies to provide us with bandwidth for our services, and we may not have any access to comparable alternative networks or services in the event of disruptions, failures or other problems. Our content distribution
networks, located in several regions throughout China, may also be shut down or otherwise experience interruptions in a particular region. Internet access may not be available in certain areas due to national disasters, such as earthquakes, or local
government decisions. If we experience technical problems in delivering our services over the Internet either at national or regional level, we could experience reduced demand for our services, lower revenues and increased costs.

Our main servers are located in the Internet data centers of third parties located in Beijing. We do not control the
operation of these third-party data center hosting facilities, which are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins,
sabotage, intentional acts of vandalism and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other
unanticipated problems at these facilities could result in lengthy interruptions in our services. We regularly back up our data on servers in different locations or on tapes stored in our offices. Even with disaster recovery arrangements, our
services could still be interrupted. Such interruptions would reduce our revenues, require us to provide the services again, make refunds or pay penalties, shrink our customer base and adversely affect our ability to attract new customers. Our
business could also be materially and adversely affected if our current and potential customers believe our services are unreliable.



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Any breaches to our security measures, including unauthorized access, computer viruses
and hacking, may adversely affect our database and reduce use of our services and damage our reputation and brand names.

Breaches to our security measures, including computer viruses and hacking, may result in significant damage to our hardware and software systems and database, disruptions to our business activities,
inadvertent disclosure of confidential or sensitive information, interruptions in access to our websites, and other material adverse effects on our operations.

In particular, security breaches to our database could have a material and adverse effect on our business. Our Easypass and Transtar platforms not only allow our customers to edit and publish listing
information, but also store and transmit such listings and keep track of data on historical marketing activities. This information is proprietary and confidential. Security breaches could expose us to risks of loss of this information and possible
liability. We require user names and passwords to access this data and the accounts of our customers. These security measures may be breached as a result of third-party action, employee error, malfeasance or otherwise, during transfer of data or at
any time, and result in persons obtaining unauthorized access to our customers data. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or
other information in order to gain access to our or our customers data. Our customers may not have effective security measures and may share their user names and passwords with a group larger than necessary. If our security measures are
breached and unauthorized access to ours or our customers data is obtained, our services may be perceived as not being secure and customers may curtail or stop using our services altogether and we may incur significant legal and financial
exposure and liabilities. We may incur significant costs to protect our systems and equipment against the threat of, and to repair any damage caused by, computer viruses and hacking. Moreover, if a computer virus or hacking
affects our systems and is highly publicized, our reputation and brand names could be materially damaged and use of our services may decrease.

We may not be able to successfully expand our service network into other geographical markets in China.

As of December 31, 2011, we had sales and service representatives located in 92 cities across China and plan to
expand our operations to more cities. Geographical expansion is particularly important for us to acquire more dealer customers, whose operations are invariably localized and spread out in every region. Our consumer-facing websites need localized
content that are relevant to our website visitors in a specific region. Nonetheless, expanding into new geographical markets imposes additional burdens on our sales, marketing and general managerial resources. As China is a large and diverse market,
business practices and demands may vary significantly by region and our experience in the markets in which we currently operate may not be applicable in other parts of China. As a result, we may not be able to leverage our experience to expand into
other parts of China. If we are unable to manage our expansion efforts effectively, if our expansion efforts take longer than planned or if our costs for these efforts exceed our expectations, our results of operations may be materially and
adversely affected.

Our competitive position and ability to generate revenues could be further harmed if we fail to
develop and introduce new products and services.

Continued increases in our advertising revenues from
our new and used automobile websites depend on our ability to attract and acquire consumers to our websites and monetize that traffic at profitable margins with advertisers. If our websites do not provide a compelling, differentiated user
experience, we may lose visitors to competing sites. Further, if traffic to our websites declines, we may lose some of our advertising customers who may reduce or eliminate their advertising purchases through us. Our competitors may introduce new
alternative products that are more sophisticated and cost-effective than ours. In addition, both our dealer services and digital marketing solutions businesses rely on continued product and service innovations to retain existing, and attract new,
customers. Our dealer customers may not continue to subscribe to our online listing services if we do not timely enhance their user experience and broaden our product and service offerings. Similarly, our digital marketing solutions business may
gradually lose its competitive advantage if we are slower in technological innovations or in announcing either new or enhanced products and services.



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To increase our brand recognition and stay competitive, we need to continue
to develop new products and services for visitors to our websites and our automaker and dealer customers. The planned timing or introduction of new products and services is subject to risks and uncertainties. There can be no assurance that any of
our new products and services will achieve widespread market acceptance and generate incremental revenues. Moreover, actual timing may differ materially from original plans. Unexpected technical, distribution or other problems could delay or prevent
the introduction of one or more of its new products or services. If our new products and services are not well received, we may not only lose money, but also harm our reputation, and our results of operations could be materially and adversely
affected.

Our business is subject to seasonal fluctuations and unexpected interruptions, which make it difficult to
accurately predict our future operating results.

We have experienced, and expect to continue to
experience, seasonal fluctuations in our revenues and results of operations. Historically, our revenues tend to be lower in the first half and higher in the second half of each year. Advertising and promotional activities often increase in the
second half of each year. New automobile models tend to be introduced in the last quarter, which usually leads to increases in advertising spending by automakers. Furthermore, some of our customers whose fiscal year ends with the calendar year often
choose to take advantage of the last opportunities to increase their annual revenues before the year ends. In comparison, activity levels tend to decrease after the fourth quarters spending. Our customers and automobile consumers may not yet
have a set plan for the new fiscal year. Further, the holiday period following the Chinese New Year is usually in the first quarter, which may contribute to the lower activity levels in the first half of each year. Therefore, the seasonality of the
automobile retail business and the resulting spending pattern of automakers and dealers may result in greater emphasis on the importance of our fourth quarter results.

Nonetheless, if conditions arise in the second half of a year that depress or affect automobile sales and marketing
spending by our customers, such as depressed economic conditions or similar situations, our revenues for the year may be disproportionately and adversely affected. As a result of these factors, our revenues may vary from quarter to quarter and our
quarterly results may not be comparable to the corresponding periods of prior years. Our actual results may differ significantly from our targets or estimated quarterly results. Therefore, you may not be able to predict our annual operating results
based on a quarter-to-quarter comparison of our operating results. We expect quarterly fluctuations in our revenues and results of operations to continue. These fluctuations could result in volatility and cause the price of our ADSs to fall. As our
revenues grow, these seasonal fluctuations may become more pronounced.

Our principal shareholders, directors and
executive officers own a large percentage of our shares, allowing them to exercise significant influence over matters subject to shareholder approval, which may reduce the price of our ADSs and deprive you of an opportunity to receive a premium for
your ADSs.

As of March 31, 2012, our principal shareholders, directors and executive officers
beneficially own approximately 63.9% of our outstanding ordinary shares. Accordingly, these executive officers, directors and principal shareholders have substantial influence over the outcome of corporate actions requiring shareholders
approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets or any other significant corporate transaction, and their interests may not align with your interests as our ADSs holders.
These shareholders may also delay or prevent a change of control or otherwise discourage a potential acquirer from attempting to obtain control of us, even if such a change of control would benefit you and our other shareholders. Corporate actions
may be taken even if they are opposed by you and our other shareholders. This could deprive you and our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company. In addition, the significant concentration
of share ownership may adversely affect the trading price of our ADSs due to investors perception that conflicts of interest may exist or arise.



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Our business may be harmed by the potential conflicts of interest caused by our dual
roles as both a supplier and a purchaser of advertisement resources.

As an Internet content provider,
we supply advertisement space; as an advertising agent, we purchase advertisement space on behalf of our customers; as an automobile listing platform, we also purchase advertisement space and include it in our dealer subscription service package.
Conflict of interests may arise between our roles as a purchaser and as a supplier of advertisement resources. As a supplier, we have incentives to place more advertisements on our own websites. Such conflicts could harm our reputation as an
independent purchasing agent for our customers and our reputation as a supplier of advertisement resources. While we have and will continue to follow our customers instruction and maximize their interests, we do not know how the market will
respond to our multi-functional roles in the future. Our customers have directed, and will continue directing, us to place their advertisements on websites of their choice, including websites in direct competition with ours, or our customers may
choose not to advertise on our websites at all. As a result, our business, financial condition and results of operations could be materially and adversely affected.

If automakers are subject to product recalls, our business could suffer and our revenues may decrease.

Automakers are periodically subject to product recalls. These product recalls interrupted the normal business operation of
automakers, its joint ventures and its dealers in China. From time to time, our customers experience product recalls, the scale of which varies from customer to customer. It is difficult to determine the impact product recalls might have on our
business and revenues, but we expect that our revenues may decrease if Chinese consumers stop or reduce purchasing automobiles made by the recalling automakers or automakers and their dealers suspend or decrease using our services. If any of our
customers experience product recalls in the future, our business, financial condition and results of operations could be adversely affected.

We may be subject to liability for placing advertisements with content that is deemed inappropriate or misleading.

PRC laws and regulations prohibit advertising companies from producing, distributing or publishing any advertisement with
content that violates PRC laws and regulations, impairs the national dignity of the PRC, involves designs of the PRC national flag, national emblem or national anthem or the music of the national anthem, is considered reactionary, obscene,
superstitious or absurd, is fraudulent, or disparages similar products. Some of our customers choose to produce their advertisements by themselves and we simply place them on our websites. While we do have a review procedure prior to publishing, we
cannot guarantee that we can entirely eliminate such advertisements. If we are deemed to be in violation of such PRC regulations, we may be subject to penalties, including suspension of publishing, confiscation of the revenues related to these
advertisements, levying of fines and suspension or revocation of our business license or advertising license, any of which may materially and adversely affect our business.

Furthermore, we may be subject to claims by consumers misled by information on our websites or other portals powered by
our database. We may not to be able to recover our losses from advertisers by enforcing the indemnification provisions in the contracts. As a result, our business, financial condition and results of operations could be materially and adversely
affected.

We may not be able to ensure the accuracy of dealer pricing and listing information.

We rely on our dealer customers to timely and accurately update their automobile information, prices, sales and
promotions. The popularity of our automobile listings posted by dealers, in particular pricing information of automobiles, is premised on the accuracy, comprehensiveness and reliability of the data. If the information listed by our dealer customers
is frequently misleading or exaggerated, we may gradually lose our appeal for our visitors. Our reputation could be harmed and we could experience reduced traffic to our websites, which could adversely affect our business and financial performance.



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Failure to protect our brand, trademarks, software copyrights, trade secrets and other
intellectual property rights could have a negative impact on our business.

We believe our brand,
trademarks, software copyrights, trade secrets and other intellectual property rights are critical to our success. Any unauthorized use of our brand, trademarks, software copyrights, trade secrets and other intellectual property rights could harm
our competitive advantages and business. Our efforts in protecting our brand and intellectual property rights may not always be effective. We regularly file applications to register our trademarks in China, but may not be able to register such
marks, or register them within the category we seek. As of March 31, 2012, our 


LOGO
 and 


LOGO
 trademark was registered under some categories, but not under all categories we applied for. We are aware that Shenzhen Lianhe Licheng Technology Development Company Limited registered 


LOGO
 with the PRC Trademark Office in 2006 under a category different from ours. We are also aware that marks that bear similarities to 


LOGO
 in writing or in pronunciation (such as 


LOGO
 and 


LOGO
) have been registered in a number of categories by third parties unrelated to us. Similar trademarks could cause confusion among consumers or divert business opportunities from us, which could materially and
adversely affect our business and results of operations.

Historically, China has not protected intellectual
property rights to the same extent as the United States, and infringement of intellectual property rights continues to pose a serious risk in doing business in China. Monitoring and preventing unauthorized use is difficult. The measures we take to
protect our intellectual property rights may not be adequate. Further, the application of laws governing intellectual property rights in China is uncertain and evolving, and could involve substantial risks to us. As the right to use Internet domain
names is not rigorously regulated in China, other companies may have incorporated in their domain names elements similar in writing or pronunciation to our trademarks and domain names. Our business could be materially and adversely affected if we
could not adequately protect our content, trademarks, copyrights, trade secrets and other intellectual property.

Copyright infringement and other intellectual property claims against us may adversely affect our business.

We have collected and compiled on our websites, automobile-related news and reports, automobile pictures and
specifications, maps, consumer reviews, and other documents and information prepared by third parties. Because some content on our websites is collected from various sources, we may be subject to claims for breach of contract, defamation,
negligence, unfair competition, copyright or trademark infringement, or claims based on other theories. We could also be subject to claims based upon the content that is displayed on our websites or accessible from our websites through links to
other websites or information on our websites supplied by third parties. Any lawsuits or threatened lawsuits, in which we are involved, either as a plaintiff or as a defendant, could cost us a significant amount of time and money and distract
managements attention from operating our business. Any judgments against us in such suits, or related settlements, could harm our reputation and have a material adverse affect on our results of operations. If a lawsuit against us is
successful, we may be required to pay damages or enter into royalty or license agreements that may not be based upon commercially reasonable terms, or we may be unable to enter into such agreements at all. As a result, the scope of our database we
offer to the consumers could be reduced, which may adversely affect our ability to attract and retain customers.

We
rely heavily on our senior management team and key personnel and the loss of any of their services could severely disrupt our business.

Our future success is highly dependent on the ongoing efforts of our senior management and key personnel. We rely on our management team for their extensive knowledge of and experience in Chinas
automotive and Internet industries as well as their deep understanding of the Chinese automobile market, business environment and regulatory regime. We do not carry, and do not intend to procure, key person insurance on any of our senior management
team. The loss of the services of one or more of our senior executives or key personnel, Mr. Bin Li in particular, may have a material adverse effect on our business, financial condition and results of operations. Competition for senior
management and key personnel is intense, and the pool of suitable candidates is very



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limited, and we may not be able to retain the services of our senior executives or key personnel, or attract and retain senior executives or key personnel in the future. If we fail to retain our
senior management, our business and results of operations could be materially and adversely affected. In addition, if any members of our senior management or any of our key personnel joins a competitor or forms a competing company, we may not be
able to replace them easily and we may lose customers, business partners and key staff members. Each of our senior executives and key personnel has entered into an employment agreement with us, which contains confidentiality and non-competition
provisions. In the event of a dispute between any of our senior executives or key personnel and us, we cannot assure you as to the extent, if any, that these provisions may be enforceable in the PRC due to uncertainties involving the PRC legal
system.

We may not be able to attract and retain highly skilled employees, provide necessary training or maintain good
relationships with our employees.

Our business is supported and enhanced by a team of highly skilled
employees who are critical to maintaining the quality and consistency of our services and our brand and reputation. It is important for us to attract qualified employees, in particular sales executives and engineers with high levels of experience in
creative design, software development and Internet-related services. Competition for these employees is intense. There may be a limited supply of qualified individuals in some of the cities in China where we have operations and other cities into
which we intend to expand. In order to attract prospective, and retain current, employees, we may have to increase our employee compensation by a larger scale and at a faster pace than we expect, which would increase our operating expenses. In
addition, we must hire and train qualified employees in a timely manner to keep pace with our rapid growth while maintaining consistent quality of services across our operations in various geographic locations. We must also provide continuous
training to our employees so that they are equipped with up-to-date knowledge of various aspects of our operations and can meet our demand for high-quality services. If we fail to do so, the quality of our services may deteriorate in one or more of
the markets where we operate, which may cause a negative perception of our brand and adversely affect our business. Finally, we may run into disputes with our employees from time to time and if we are not able to properly handle our relationship
with our employees, our business and results of operations may be adversely affected.

Our business may suffer if we do
not successfully manage our current and future growth.

We have experienced rapid growth in the past
few years. Our revenues have increased from RMB127.7 million in 2007 to RMB670.0 million (US$106.4 million) in 2011. Our sales and service representative network has expanded to 92 cities as of December 31, 2011. We intend to continue to
expand our operations. However, we may not be able to sustain a similar growth rate in revenues or geographic coverage in future periods due to a number of factors, including the greater difficulty of growing at sustained rates from a larger revenue
base. In addition, our expansion has placed, and will continue to place, substantial demands on our managerial, operational, technological and other resources. In order to manage and support our growth, we must continue to improve our existing
operational, administrative and technological systems and our financial and management controls, and recruit, train and retain additional qualified personnel, particularly as we expand into new markets. As our operations expand into more cities
throughout China, we will face increasing challenges in managing a large and geographically dispersed group of employees. We may not be able to effectively and efficiently manage the growth of our operations, recruit and retain qualified personnel
and integrate new operations into our current business plan. As a result, our reputation, business and operations may suffer. Accordingly, you should not rely on our historical growth rate as an indication of our future performance.

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

We began operations in 2000 and did not begin to grow significantly until 2005. Our limited operating
history may not provide a meaningful basis on which to evaluate our business. We expect that our operating



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expenses will increase as we expand. Any significant failure to realize anticipated revenue growth could result in significant operating losses. We expect to continue to encounter risks and
difficulties frequently experienced by companies at a similar stage of development, including our potential failure to:



| |  |  | implement our business model and strategy and adapt and modify them as needed;
| | - |  | ------------------------------------------------------------------------------



| |  |  | increase awareness of our brands, protect our reputation and develop customer loyalty;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | manage our expanding operations and service offerings, including the integration of any future acquisitions; and
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | anticipate and adapt to changing conditions in the Chinas automotive and Internet marketing industries as well as the impact of any changes in
government regulations, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If we are not successful in addressing any or all of these risks, our business may be materially and adversely affected.

We are susceptible to risks related to cash flow management.

We have experienced, and may continue to experience, short-term cash flow management problems from time to time. For
example, some of our advertising services are not paid until after our services are fully performed. Some automakers may designate their advertising agencies to place their advertisements on our websites and subsequently pay us. Such advertising
agencies may delay making payments to us, leading to longer aging cycles of our account receivables. Our cash flow from operations might not be sufficient to cover our account payables and we may incur penalty payments if we cannot pay third-party
vendors on time. We may need to expend more resources in payment collections. This could negatively affect our results of operations in certain quarters and make it impossible to predict our future operating results.

Our third-party vendors may raise prices and as a result increase our operating expenses.

We rely on third parties for certain essential services, such as Internet services and server custody, and we may not have
any control over the costs of the services they provide. Any third-party service provider may raise their prices, which might not be commercially reasonable to us. If we are forced to seek other providers, there is no assurance that we will be able
to find alternative providers willing or able to provide comparable high-quality services and there is no assurance that such providers will not charge us higher prices for their services. If the prices that we are required to pay third-party
vendors for services rise significantly, our results of operations could be adversely affected.

Acquisitions could
prove difficult to integrate, disrupt our business and lower our operating results and the value of your investment.

As part of our business strategy, we regularly evaluate investments in, or acquisitions of, complementary businesses, joint ventures, services and technologies, and we expect that periodically we will
continue to make such investments and acquisitions in the future. For example, in later 2011, we acquired 100% equity interest in Beijing Bitcar Interactive Information Technology Co., Ltd., or Bitcar, a provider of mobile Internet digital enabled
sales assistant tools for the automotive industry in China. Acquisitions and investments involve numerous risks, including:



| |  |  | the potential failure to achieve the expected benefits of the combination or acquisition;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | difficulties in, and the cost of, integrating operations, technologies, services and personnel;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | potential write-offs of acquired assets or investments; and
| | - |  | -----------------------------------------------------------



| |  |  | Downward effect on our operating results.
| | - |  | -----------------------------------------



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In addition, if we finance acquisitions by issuing equity or convertible
debt securities, our existing shareholders may be diluted, which could affect the market price of our ADSs. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be seriously harmed and the
value of your investment may decline.

Furthermore, we may fail to identify or secure suitable acquisition and
business partnership opportunities or our competitors may capitalize on such opportunities before we do, which could impair our ability to compete with our competitors and adversely affect our growth prospects and results of operations.

Any catastrophe, including outbreaks of health pandemics and other extraordinary events, could severely disrupt our business
operations.

Our operations are vulnerable to interruption and damage from natural and other types of
catastrophes, including earthquakes, fire, floods, hail, windstorms, severe winter weather (including snow, freezing water, ice storms and blizzards), environmental accidents, power loss, communications failures, explosions, man-made events such as
terrorist attacks, and similar events. Due to their nature, we cannot predict the incidence, timing and severity of catastrophes. In addition, changing climate conditions, primarily rising global temperatures, may be increasing, or may in the future
increase, the frequency and severity of natural catastrophes. If any such catastrophe or extraordinary event were to occur in the future, our ability to operate our business could be seriously impaired. Such events could make it difficult or
impossible for us to deliver our services to our customers and could decrease demand for our services. Although we are headquartered in Beijing, as of December 31, 2011, we have operations in 57 cities and sales and service representatives
located in 92 cities throughout China, exposing us to potential catastrophes of all types in a broad geographic area in China. Because our property insurance only covers property damages caused by a limited number of numerated natural disasters and
accidents and significant time could be required to resume our operations, our financial position and operating results could be materially and adversely affected in the event of any major catastrophic event.

In addition, our business could be materially and adversely affected by the outbreak of influenza A (H1N1), commonly
referred to as swine flu, avian influenza, severe acute respiratory syndrome, or SARS, or other pandemics. Any occurrence of these pandemic diseases or other adverse public health developments in China could severely disrupt our staffing
and otherwise reduce the activity levels of our work force, causing a material and adverse effect on our business operations.

We do not have any business liability, disruption or litigation insurance, and any business disruption or litigation we experience
might result in our incurring substantial costs and diversion of resources.

The insurance industry in
China is still at an early stage of development. Insurance companies in China offer limited business insurance products and are, to our knowledge, not well-developed in the field of business liability insurance. While business disruption insurance
is available to a limited extent in China, we have determined that the risks of disruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such
insurance. As a result, except for property insurance and automobile insurance, we do not have any business liability, disruption or litigation insurance coverage for our operations in China. Any business disruption or litigation may result in our
incurring substantial costs and diversion of resources.

The audit reports included in this annual report are prepared
by auditors who are not inspected by the Public Company Accounting Oversight Board and, as such, you are deprived of the benefits of such inspection.

Our independent registered public accounting firm that issues the audit reports included in our annual reports filed with the US Securities and Exchange Commission, as auditors of companies that are
traded publicly in the United States and a firm registered with the US Public Company Accounting Oversight Board (United States) (the PCAOB), is required by the laws of the United States to undergo regular inspections by the



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PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditors are located in the Peoples Republic of China, a jurisdiction where the
PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our auditors are not currently inspected by the PCAOB.

Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms audit procedures and quality control procedures, which may be addressed as part of
the inspection process to improve future audit quality. This lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our auditors audits and its quality control procedures. As a result, investors may be deprived of the
benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in China makes
it more difficult to evaluate the effectiveness of our auditors audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported
financial information and procedures and the quality of our financial statements, which may have an material adverse effect on our ADS price.

Risks Related to Our Corporate Structure

If the PRC government finds
that the agreements that establish the structure for operating our businesses in China do not comply with applicable PRC governmental restrictions on foreign investment in Internet content and marketing services, or if these regulations or the
interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

PRC law currently limits foreign ownership of companies that provide Internet content services in China up to 50%. Foreign
and wholly foreign-owned enterprises are currently restricted from providing other Internet information services, such as Internet advertising. Also, PRC laws and regulations do not allow foreign entities with less than at least two years of direct
experience operating an advertising business outside of China to invest in an advertising business in China. Because we have no direct experience operating an advertising business outside of China, we may not invest directly in a PRC entity that
provides advertising services in China. We are a Cayman Islands company and foreign legal person under PRC law. Accordingly, neither we nor our wholly foreign-invested PRC subsidiary, Beijing Bitauto Internet Information Company Limited, or BBII, is
currently eligible to apply for the required licenses for providing Internet content services or advertising services in China.

As such, we conduct our business through contractual arrangements with our SPEs in China, that is, our Internet content business through BBIT, and our Internet advertising business through CIG and BEAM,
and subsidiaries of BBIT and CIG. Each of the SPEs is currently owned by individual shareholders who are PRC citizens and holds the requisite licenses or permits to provide Internet content or advertising services in China. Their shareholders are
set forth in Item 4. Information on the CompanyC. Organizational Structure. BBIT holds licenses and permits required to operate our Internet content business and each of CIG and BEAM holds the licenses for our Internet
advertising business. They all entered into a series of contractual arrangements with BBII but directly operate our businesses in China. We have been and are expected to continue to be dependent on SPEs to operate our businesses. We do not have any
equity interest in any of the SPEs but substantially control their operations and receive the economic benefits through a series of contractual arrangements. For more information regarding these contractual arrangements, see Item 7.B Related
Party TransactionsContractual Arrangements with our PRC Special Purpose Entities and Their Shareholders.

Furthermore, on July 26, 2006, Ministry of Industry and Information Technology, or MIIT, released the Circular on Strengthening the Administration of Foreign Investment in Operating Value-added
Telecommunications Business, or the MIIT Notice, which reiterates certain provisions under Chinas Administrative Rules on Foreign-Invested Telecommunications Enterprises. Among other things, the MIIT Notice prohibits domestic
telecommunications license holders from renting, transferring or selling telecommunications licenses to any foreign



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investors in any form and from providing any assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications business illegally in
China. Under the MIIT Notice, holders of valued-added telecommunications business operating licenses, or their shareholders, must directly own the domain names and registered trademarks used by such license holders in their daily operations.
BBITs Internet information services and CIGs website creation and maintenance services are considered value-added telecommunication services set forth in the MIIT Notice, but BBIT and CIG do not directly own all the trademarks used on
their websites. To comply with this requirement under the MIIT Notice, we are in the process of transferring the trademarks used on BBITs websites to BBIT, which holds a Telecommunication and Information Service Business Operating License, or
ICP License, for our Internet information services.CIG holds a Regional VAT license that allows it to provide website creation and maintenance services in Beijing. CIG generally owns the necessary domain names of the websites that CIG
creates for, or maintains on behalf of, our customers, but CIG does not own the trademarks displayed on these websites. Since there is currently no official interpretation or implementation practice under the MIIT Notice, it remains uncertain how
the MIIT Notice will be enforced and whether or to what extent the MIIT Notice may affect the legality of the corporate structures and contractual arrangements adopted by foreign-invested Internet companies that operate in China.

There are uncertainties regarding the interpretation and application of current and future PRC laws, rules and
regulations, including but not limited to the laws, rules and regulations governing the validity and enforcement of our contractual arrangements with SPEs. We have also been advised by our PRC counsel that each of such contractual agreements for
operating our business in China (including our corporate structure and contractual arrangements with the SPEs) complies with all applicable existing PRC laws, rules and regulations, and does not violate, breach, contravene or otherwise conflict with
any applicable PRC laws, rules or regulations. However, we cannot assure you that the PRC regulatory authorities will not adopt any new regulation to restrict or prohibit foreign investment in advertising business and value-added telecommunications
business through contractual arrangement in the future, or will not determine that our corporate structure and contractual arrangements violate PRC laws, rules or regulations. Various media sources have recently reported that the China Securities
Regulatory Commission, or the CSRC, prepared a report proposing preapproval by a competent central government authority of offshore listings by China-based companies with variable interest entity structures, such as ours, that operate in industry
sectors subject to foreign investment restrictions. However, it is unclear whether the CSRC officially issued or submitted such a report to a higher level government authority or what any such report provides, or whether any new PRC laws or
regulations relating to variable interest entity structures would be adopted or what they would provide.

If
we, any of the SPEs or any of their current or future subsidiaries are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory
authorities, including the State Administration for Industry and Commerce, which regulates advertising companies, and the Ministry of Industry and Information Technology, which regulates Internet information services companies, and CSRC, which
regulates listed companies, would have broad discretion in dealing with such violations, including:



| |  |  | revoking the business and operating licenses of such entities;
| | - |  | --------------------------------------------------------------



| |  |  | discontinuing or restricting our PRC subsidiarys and affiliates operations;
| | - |  | -----------------------------------------------------------------------------



| |  |  | imposing fines, confiscating the income of the SPEs or our income, or imposing other requirements with which we or our PRC subsidiary and SPEs may
not be able to comply;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | imposing conditions or requirements with which we or our PRC subsidiary and affiliates may not be able to comply;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | requiring us or our PRC subsidiary and SPEs to restructure our ownership structure or operations;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | restricting or prohibiting our use of the proceeds of our initial public offering in 2010 to finance our business and operations in China; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | taking other regulatory or enforcement actions that could be harmful to our business.
| | - |  | -------------------------------------------------------------------------------------



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The imposition of any of these penalties would result in a material and
adverse effect on our ability to conduct our business, and adversely affect our financial condition and results of operations.

We rely on contractual arrangements with our SPEs in China, and their shareholders, for our business operations, which may not be
as effective in providing operational control or enabling us to derive economic benefits as through ownership of controlling equity interest.

We rely on and expect to continue to rely on contractual arrangements with our SPEs in China and their respective shareholders to operate our Internet content and advertising services business. These
contractual arrangements may not be as effective in providing us with control over the SPEs as ownership of controlling equity interests would be in providing us with control over, or enabling us to derive economic benefits from the operations of,
the SPEs. If we had direct ownership of the SPEs, we would be able to exercise our rights as a shareholder to (i) effect changes in the board of directors of those entities, which in turn could effect changes, subject to any applicable
fiduciary obligations, at the management level, and (ii) derive economic benefits from the operations of the SPEs by causing them to declare and pay dividends. However, under the current contractual arrangements, as a legal matter, if any of
the SPEs or any of their shareholders fails to perform its, his or her respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies
available under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective. For example, if shareholders of a special purpose entity were to refuse to transfer their
equity interests in such SPE to us or our designated persons when we exercise the purchase option pursuant to these contractual arrangements, we may have to take a legal action to compel them to fulfill their contractual obligations.

If (i) the applicable PRC authorities invalidate these contractual arrangements for violation of PRC laws, rules and
regulations, (ii) any SPE or its shareholders terminate the contractual arrangements or (iii) any SPE or its shareholders fail to perform their obligations under these contractual arrangements, our business operations in China would be
materially and adversely affected, and the value of your ADSs would substantially decrease. Further, if we fail to renew these contractual arrangements upon their expiration, we would not be able to continue our business operations unless the
then-current PRC law allows us to directly operate Internet content and advertising businesses in China.

In
addition, if any SPE or all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial
position and results of operations. If any of the SPEs undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to
operate our business, which could materially and adversely affect our business, our ability to generate revenues and the market price of your ADSs.

All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. The legal environment in the PRC is not as developed as in some
other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be
able to exert effective control over our operating entities and we may be precluded from operating our business, which would have a material adverse effect on our financial condition and results of operations.

The shareholders of our SPEs may have potential conflicts of interest with us, which may materially and adversely affect our
business and financial condition.

Conflicts of interest may arise between the dual roles of those
individuals who are both minority shareholders, directors and executive officers of our company and shareholders of our SPEs. Mr. Bin Li and Mr. Weihai Qu jointly own all the equity interests in BBIT and CIG, with whom we conduct our
business through contractual arrangements. In comparison, Mr. Li and Mr. Qu each only hold a minority interest in us.



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The fiduciary duty implied from their roles as our directors and executive officers is not fully aligned with their interests as shareholders of our SPEs. These individuals may breach or cause
the SPEs that they beneficially own to breach or refuse to renew the existing contractual arrangements, which will have a material adverse effect on our ability to effectively control the SPEs and receive economic benefits from them. We do not have
existing arrangements to address potential conflicts of interest between these individuals and our company and cannot assure you that when conflicts arise, these individuals will act in the best interests of our company or that conflicts will be
resolved in our favor. If we cannot resolve any conflicts of interest or disputes between us and those individuals, we would have to rely on legal proceedings, which may materially disrupt our business. There is also substantial uncertainty as to
the outcome of any such legal proceedings.

Contractual arrangements with the SPEs may be subject to scrutiny by the PRC
tax authorities and may result in a finding that we and the SPEs owe additional taxes or are ineligible for tax exemption, or both, which could substantially increase our taxes owed and thereby reduce our net income.

Under applicable PRC laws, rules and regulations, arrangements and transactions among related parties may be subject to
audits or challenges by the PRC tax authorities. We are not able to determine whether any of our transactions with our SPEs and their respective shareholders will be regarded by the PRC tax authorities as arms-length transactions. The relevant
tax authorities may perform investigations to determine whether our contractual relationships with our SPEs and their respective shareholders were entered into on an arms-length basis. If any of the transactions we have entered into among our
wholly-owned subsidiary in China and any of the SPEs and their respective shareholders are determined by the PRC tax authorities not to be on an arms-length basis, or are found to result in an impermissible reduction in taxes under applicable
PRC laws, rules and regulations, the PRC tax authorities may require us to make transfer pricing adjustments or adjust the profits and losses of such SPE and assess more taxes on it. In addition, the PRC tax authorities may impose late payment fees
and other penalties to such SPE for under-paid taxes. Our results of operations may be adversely and materially affected if the tax liabilities of any of the SPEs increase or if it is found to be subject to late payment fees or other penalties.

Our contractual arrangements with our PRC special purpose entities may result in adverse tax consequences to us.

As a result of our corporate structure and the contractual arrangements between us and our PRC SPEs,
we are effectively subject to a 5% PRC business tax on revenues derived from our contractual arrangements with our PRC SPEs. We may be subject to adverse tax consequences if the PRC tax authorities were to determine that the contracts between us and
our PRC SPEs were not on an arms length basis and therefore constitute favorable transfer pricing arrangements. If this occurs, the PRC tax authorities could request that our PRC SPEs adjust its taxable income, if any, upward for PRC tax
purposes. Such a pricing adjustment could adversely affect us by increasing our PRC SPEs tax expenses without reducing our tax expenses, which could subject our PRC SPEs to late payment fees and other penalties for underpayment of taxes. The
PRC enterprise income tax law requires every enterprise in China to submit its annual enterprise income tax return together with a report on transactions with its related parties to the relevant tax authorities. The tax authorities may impose
reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arms length principles. As a result, our contractual arrangements with our PRC SPEs may result in adverse tax consequences to
us.

We may rely on dividends and other distributions on equity paid by our wholly owned subsidiary to fund any cash and
financing requirements we may have, and any limitation on the ability of our subsidiary to pay dividends to us could have a material adverse effect on our ability to conduct our business.

We are a holding company, and we may rely on dividends and other distributions on equity paid by BBII, our subsidiary in
China, for our cash requirements, including the funds necessary to service any debt we may incur. If BBII incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other
distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements BBII currently has in place with the SPEs in a



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manner that would materially and adversely affect the ability of BBII to pay dividends and other distributions to us. Further, relevant PRC laws, rules and regulations permit payments of
dividends by BBII only out of its retained earnings, if any, determined in accordance with accounting standards and regulations of China. Under PRC laws, rules and regulations, BBII is also required to set aside a portion of its net income each year
to fund specific reserve funds. In addition, the statutory general reserve fund requires annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends until the cumulative fund reaches 50% of BBIIs registered
capital. Therefore, BBIIs ability is limited in terms of transferring a portion of its net assets to us whether in the form of dividends, loans or advances. Any limitation on the ability of our subsidiary to pay dividends to us could
materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.

Risks Related to Doing Business in China

Adverse changes in political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our services
and materially and adversely affect our competitive position.

Since substantially all of our business
operations are conducted in China, our business, financial position, results of operations and prospects are affected significantly by economic, political and legal developments in China. Because our business is closely related to the automotive
industry and the Internet marketing industry, both of which are highly sensitive to business and personal discretionary spending levels, our business tends to decline during general economic downturns.

The Chinese economy differs from the economies of most developed countries in many respects, including the degree of
government involvement, the level of development, the growth rate, the control of foreign exchange, access to financing and the allocation of resources. While the Chinese economy has grown significantly in the past three decades, the growth has been
uneven, both geographically and among various sectors of the economy. Further, the Chinese economy has been transitioning from a planned economy to a more market-oriented economy and a substantial portion of the productive assets in China is still
owned by the PRC government. The PRC government exercises significant control over Chinas economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and
providing preferential treatment to particular industries or companies. In addition, other economic measures, as well as future actions and policies of the PRC government, could also materially affect our liquidity and access to capital and our
ability to operate our business.

The PRC government has implemented various measures to encourage economic
growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a negative effect on our operations. For example, our results of operations and financial position may be materially and
adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. Moreover, under current PRC regulations, since December 10, 2005, foreign entities have been allowed to directly own 100%
of a PRC advertising business if the foreign entity has at least three years of direct operations of an advertising business outside of China, or to directly own less than 100% of a PRC advertising business if the foreign entity has at least two
years of direct operations of an advertising business outside of China. This may encourage foreign advertising companies with more experience, greater technological know-how and more extensive financial resources than we have to compete against us
and limit the potential for our growth. Also see Risks Related to Our Business and IndustryGovernment policies on automobile purchases and ownership may materially affect our results of operations.



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We may be required to obtain Internet publishing approval and be subject to fines and
other penalties if we are deemed to conduct Internet publishing activities by relevant PRC authorities, which could have a material adverse effect on our business operation.

The General Administration of Press and Publication and the Ministry of Industry and Information Technology jointly issued
the Interim Provisions for the Administration of Internet Publishing, or the Internet Publishing Regulations, which became effective on August 1, 2002. The Internet Publishing Regulations authorize the General Administration of Press and
Publication, or the GAPP, to grant approval to all entities that engage in Internet publishing. Pursuant to the Internet Publishing Regulations, the term Internet publishing means the act of online spreading of articles, whereby the
Internet information service providers select, edit and process works created by themselves or others and subsequently post such works on the Internet or transmit such works to users via the Internet for the public to browse, read, use or download.

As an Internet content provider, BBIT releases articles to the Internet users on its websites. According to
the above regulations, such acts may be deemed Internet publishing. As of the date of this report, BBIT has applied for such Internet publishing approval, which is being reviewed by the GAPP. We expect to receive such approval in late 2012. If we
are deemed to be in breach of relevant Internet publishing regulations and cannot get the approval from the GAPP, the PRC regulatory authorities may seize the related equipment and servers used primarily for such activities and any revenues
generated from such activities would also be confiscated. In addition, relevant PRC authorities may also impose a fine of five to ten times of any revenues exceeding RMB10,000 or a fine in the amount of RMB10,000 to RMB50,000 if such related
revenues are below RMB10,000, which might have a material adverse effect on our business operations.

We may be required
to obtain an Internet news releasing service license and be subject to fines and/or suspension of business operations if any of the Internet news posted on our websites is deemed to be political in nature, relate to macro-economics, or otherwise
would require an Internet news releasing service license.

In September 2005, the State Council
Information Office and the Ministry of Industry and Information Technology jointly issued the Provisions for the Administration of Internet News Information Services, or Internet News Provision. Internet news information services shall include the
publishing of news via Internet, provision of electronic bulletin services on current and political events, and transmission of information on current and political events to the public. Under the Internet News Provision, the Internet news service
providers shall also include entities that are not established by news press but reproduce Internet news from other sources, provide electronic bulletin services on current and political events, and transmit such information to the public. The
Information Office of the State Council shall be in charge of the supervision and administration of the Internet news information services throughout China. The counterparts of the Information Office of the State Council at the province level shall
take charge of the supervision and administration of the Internet news information services within their own jurisdiction.

As an Internet content provider, we release information related to the automotive industry to Internet users. In the event that such activities are deemed to be Internet news releasing services, we will
be required to obtain an Internet news releasing service license. However, we and our PRC counsel have consulted the relevant government authorities and have been informed that according to their understanding, the term news referred to
in the Internet News Provision means macro-economic news of the state, that we would not be required to obtain the Internet news releasing license because we only post industry-related news produced by others, for which we clearly indicate the
sources of such news on our websites, and we ourselves do not edit or compose such news. However, if any of the Internet news posted on our websites is deemed by the government to be political in nature, relate to macro-economics, or otherwise
require such license, we would need to apply for such license. If we are deemed to be in breach of the Internet News Provision or other relevant Internet news releasing regulations, the PRC regulatory authorities may suspend relevant activities and
impose a fine exceeding RMB10,000 but not more than RMB30,000. In serious cases, the PRC regulatory authorities may even suspend the Internet service or Internet access.



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Uncertainties with respect to the PRC legal system could limit the protection
available to you and us.

We conduct our business primarily through our subsidiaries and SPEs in China.
Our operations in China are governed by PRC laws and regulations. The PRC legal system is a civil law system based on written statutes. Unlike in the common law system, prior court decisions may be cited for reference but have limited precedential
value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. We conduct all of our business through our subsidiary and SPEs established in China. However,
since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections
available to us. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. Furthermore, the PRC legal system is based in part on government policies and
internal rules, some of which are not published on a timely basis or at all, which may have a retroactive effect.

Any litigation in China may be protracted and result in substantial costs and diversion of our resources and management attention. It may be more difficult to evaluate the outcome of Chinese
administrative and court proceedings and the level of legal protection we enjoy in China than in more developed legal systems because PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and
contractual terms. Such uncertainties may impede our ability to enforce the contracts we have entered into with our business partners, customers and suppliers. Furthermore, intellectual property rights and confidentiality protections in China may
not be as effective as in the United States or other countries. We cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement
thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us.

PRC regulations relating to offshore investment activities by PRC residents may increase our administrative burden and restrict our overseas and cross-border investment activity. If our shareholders
fail to make any required applications and filings under such regulations, we may be unable to distribute profits and may become subject to liability under PRC laws.

On October 21, 2005, the PRC State Administration of Foreign Exchange, or SAFE, issued a public circular, or Circular
75, which became effective on November 1, 2005. Circular 75, together with its subsequent implementation procedures and clarifications, requires PRC residents (including both legal person and natural persons) to register with the local SAFE
branch before establishing or controlling any company outside of China for the purpose of capital financing with assets or equities of PRC companies, referred to in the circular as an offshore special purpose company. PRC residents who
are shareholders of offshore special purpose companies established before November 1, 2005 were required to register with the local SAFE branch before March 31, 2006. Circular 75 further requires amendment to the registration in the event
of any significant changes with respect to the offshore special purpose company, such as increase or decrease of capital, equity investment or, including an initial public offering by such company.

Prior to our initial public offering in November 2010, all ultimate shareholders of our company who are PRC residents
filed or updated their foreign exchange registrations with the Beijing Office of SAFE with respect to their direct or indirect holding of shares in our company. After our initial public offering, in December 2010, all of our ultimate shareholders
who are PRC residents have amended the foreign exchange registration in accordance with Circular 75 to reflect the change of their shareholding in the Company. However, we cannot assure you that all shareholders of our company who are PRC residents
will continue to take necessary actions to fully comply with Circular 75. We cannot assure you that we will continue to be informed of identities of all PRC residents holding direct or indirect interest in our company in the future. Failure or
inability of such individuals and our PRC resident shareholders to comply with the registration requirements set forth in Circular 75 may subject these PRC resident shareholders to fines and legal sanctions and may also limit our ability to
contribute additional capital into our PRC subsidiary, limit the ability of our PRC subsidiary to distribute dividends to us, make other distributions or otherwise adversely affect our business.



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Furthermore, as these foreign exchange regulations are still relatively new
and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore transactions, will be interpreted, amended and implemented by the relevant government
authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our
financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete
the necessary filings and registrations.

Governmental control of currency conversion may affect the value of your
investment.

Under the PRC law, Renminbi is freely convertible to foreign currencies with respect to
current account transactions, but not with respect to capital account transactions. We receive all our revenues in Renminbi. Under our current corporate structure, our income is primarily derived from dividend payments from
our PRC subsidiary. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiary to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy its foreign currency-denominated
obligations. Approval or registration from SAFE or its local branch is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign
currencies. The PRC government may also exercise its discretion to restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to
satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

Fluctuations in exchange rates of the Renminbi could materially affect our reported results of operations.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the Peoples
Bank of China. The PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and
the U.S. dollar remained within a narrow band. Since June 2010, the PRC government has allowed the Renminbi to appreciate slowly against the U.S. dollar again. It is difficult to predict how market forces or PRC or U.S. government policy may impact
the exchange rate between the Renminbi and the U.S. dollar in the future.

There remains significant
international pressure on the Chinese government to adopt a substantial liberalization of its currency policy, which could result in further appreciation in the value of the RMB against the U.S. dollar. As we may rely on dividends and other fees
paid to us by our subsidiary and special purpose entities in China, any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends
payable on, our ADSs in U.S. dollars. For example, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the
U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. In addition, since the functional currency of our holding company, Bitauto Holdings Limited, is the U.S. dollar while the
functional currency of our PRC subsidiary and PRC SPEs is the Renminbi, appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would have a positive or negative effect on our reported financial results, which may
not reflect any underlying change in our business, results of operations or financial position.

Recently enacted
regulations in the PRC may make it more difficult for us to pursue growth through acquisitions.

On
August 8, 2006, six PRC regulatory agencies, including the CSRC, promulgated the Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, which became



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effective on September 8, 2006 and was amended on June 22, 2009. Among other things, the M&A Rules and recently issued regulations and rules concerning mergers and acquisitions
established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. For example, the M&A Rules require that the Ministry of Commerce be notified in advance of
any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification of
Concentrations of Undertakings, issued by the State Council on August 3, 2008, are triggered. According to the Implementing Rules Concerning Security Review on the Mergers and Acquisitions by Foreign Investors of Domestic Enterprises issued by
the Ministry of Commerce in August 2011, mergers and acquisitions by foreign investors involved in an industry related to national security are subject to strict review by the Ministry of Commerce. These rules also prohibit any transactions
attempting to bypass such security review, including by controlling entities through contractual arrangements. We believe that our business is not in an industry related to national security. However, we cannot preclude the possibility that the
Ministry of Commerce or other government agencies may publish interpretations contrary to our understanding or broaden the scope of such security review in the future. Although we have no current plans to make any acquisitions, we may elect to grow
our business in the future in part by directly acquiring complementary businesses in China. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including
obtaining approval from the Ministry of Commerce, may delay or inhibit our ability to complete such transactions.

PRC
regulations on loans and direct investments by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC subsidiary.

As an offshore holding company of our PRC subsidiary, we may make loans to our PRC subsidiary and SPEs, or we may make
additional capital contributions to our PRC subsidiary. Such loans to our subsidiary or SPEs in China and capital contributions are subject to PRC regulations and approvals. For example, loans by us to BBII cannot exceed statutory limits and must be
registered with SAFE, or its local branch. Besides SAFE registration, loans to SPEs may also need government approval. Capital contributions to our PRC subsidiary must be approved by the PRC Ministry of Commerce or its local counterpart. In
addition, the PRC government also restricts the convertibility of foreign currencies into Renminbi and use of the proceeds. On August 29, 2008, the State Administration of Foreign Exchange, or SAFE, promulgated Circular 142, a notice regulating
the conversion by a foreign-invested company of foreign currency into Renminbi by restricting how the converted Renminbi may be used. The circular requires that Renminbi converted from the foreign currency-denominated capital of a foreign-invested
company may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments in the PRC unless otherwise provided by laws and regulations. In addition, SAFE strengthened
its oversight of the flow and use of Renminbi funds converted from the foreign currency denominated capital of a foreign-invested company. The use of such Renminbi may not be changed without approval from SAFE, and may not be used to repay Renminbi
loans if the proceeds of such loans have not yet been used for purposes within the companys approved business scope. Violations of Circular 142 may result in severe penalties, including substantial fines as set forth in the Foreign
Exchange Administration Regulations. Furthermore, SAFE promulgated Circular 59 on November 19, 2010, requiring the governmental authority to closely examine the authenticity of settlement of net proceeds from offshore offerings. In particular,
it is specifically required that any net proceed settled from offshore offerings shall be applied in the manner described in the offering documents. Circular 142 and Circular 59 may significantly limit our ability to convert, transfer and use the
net proceeds from any offering of additional equity securities in China, which may adversely affect our business, financial condition and results of operations.

We cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary
government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or with respect to future capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such
approvals, our ability to contribute additional capital to fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.



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Dividends we receive from our subsidiary located in the PRC may be subject to PRC
withholding tax, which could materially and adversely affect the amount of dividends, if any, we may pay our shareholders or ADS holders.

The PRC Enterprise Income Tax Law, or the EIT Law, classifies enterprises as resident enterprises and non-resident enterprises. The EIT Law provides that an income tax rate of 20% may be applicable to
dividends payable to non-resident investors, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC but the relevant income is not effectively connected with the
establishment or place of business, to the extent such dividends are derived from sources within the PRC. The State Council of the PRC reduced such rate to 10% through the implementation regulations of the EIT Law. Further, pursuant to the Double
Tax Avoidance Arrangement between Hong Kong and Mainland China and the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009 by the State Administration of Taxation, if the
Hong Kong resident enterprise owns more than 25% of the equity interest in a company in China incessantly within 12 months immediately prior to obtaining dividend from such company, the 10% withholding tax on the dividends the Hong Kong
resident enterprise received from such company in China is reduced to 5% and is determined by relevant PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement between Hong Kong and Mainland
China and other applicable PRC laws. We are a Cayman Islands holding company and we have a wholly owned subsidiary in Hong Kong which in turn holds 100% of the equity interest of BBII. Substantially all of our income may be derived from dividends we
receive from our subsidiary located in the PRC. If we and our Hong Kong subsidiary are considered as non-resident enterprises and our Hong Kong subsidiary is considered as a Hong Kong resident enterprise under the Double Tax Avoidance Arrangement
and is determined by the competent PRC tax authority to have satisfied relevant conditions and requirements, then the dividends paid to our Hong Kong subsidiary by BBII may be subject to the reduced income tax rate of 5% under the Double Tax
Avoidance Arrangement. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such
reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Notice on the Comprehension and Recognition of Beneficial Owner in Tax
Treaties issued on October 27, 2009 by the State Administration of Taxation, funnel companies, which are established for the purpose of evading or reducing tax, transferring or accumulating profits, shall not be recognized as beneficial owner
and thus are not entitled to the abovementioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. If we are required under the EIT Law to pay income tax for any dividends we receive from our subsidiary in China, or if our
Hong Kong subsidiary is determined by PRC government authority as receiving benefits from reduced income tax rate due to a structure or arrangement that is primarily tax-driven, it would materially and adversely affect the amount of dividends, if
any, we may pay to our shareholders and ADS holders.

Under the EIT Law, we may be classified as a resident
enterprise of China; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and materially and adversely affect our results of operations and financial condition.

Under the EIT Law, an enterprise established outside of China with de facto management body within China is
considered a resident enterprise, meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define de facto management body as
substantial and overall management and control over the production and operations, personnel, accounting, and properties of the enterprise. On April 22, 2009, the State Administration of Taxation, or the SAT, issued a circular, or
SAT Circular 82, which provides certain specific criteria for determining whether the de facto management body of a PRC-controlled enterprise that is incorporated offshore is located in China. Although the SAT Circular 82 only applies to
offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth in the SAT Circular 82 may reflect the SATs general position on how the
de facto management body text should be applied in determining the tax resident status of all offshore enterprises, regardless of whether they are controlled by PRC enterprises or individuals.



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Although we do not believe that our legal entities organized outside of the
PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. If the PRC tax authorities determine that our Cayman Islands company is a resident enterprise for PRC enterprise
income tax purposes, a number of PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations; in our case, this
would mean that income such as interest on our initial public offering proceeds and other income sourced from outside the PRC would be subject to PRC enterprise income tax at a rate of 25%. Second, the EIT Law provides that dividend paid between
qualified resident enterprises is exempt from enterprise income tax. It is unclear whether the dividends we receive from BBII will constitute dividends between qualified resident enterprises and would therefore qualify for
tax exemption, because the definition of qualified resident enterprises is unclear and the relevant PRC government authorities have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as
resident enterprises for PRC enterprise income tax purposes. Third, dividends payable by us to our non-PRC resident shareholders and gains on the sale of shares by such non-PRC resident shareholders may become subject to PRC withholding tax.

In addition to the uncertainty as to the application of the resident enterprise classification,
there can be no assurance that the PRC Government will not amend or revise the taxation laws, rules and regulations to impose stricter tax requirements, higher tax rates or retroactively apply the EIT Law, or any subsequent changes in PRC tax laws,
rules or regulations. If such changes occur and/or if such changes are applied retroactively, such changes could materially and adversely affect our results of operations and financial condition.

Discontinuation of any of the preferential tax treatments currently available to us in the PRC or imposition of any additional PRC
taxes on us could adversely affect our financial position and results of operations.

BBII was granted
a five year tax holiday in 2007 and was eligible to enjoy the grandfathering treatments such as a two-year exemption from enterprise income tax followed by a three-year half reduction of enterprise income tax under the 2007 circular No. 39, or
Circular 39. In December 2008, BBII was designated by the Beijing Municipal Science and Technology Commission as High and New Technology Enterprise under the EIT Law and received the High and New Technology Enterprise certificate jointly
issued by the Beijing Municipal Science and Technology Commission, Beijing Finance Bureau, and Beijing State and Local Tax Bureaus.

In May 2010, the State Administration of Taxation of China, or SAT, issued a Circular on Further Clarification Concerning the Implementation Standards of Corporate Income Tax Incentives in Grandfathering
Period, or Circular 157, stating that enterprises recognized as high and new technology enterprises strongly supported by the state and eligible to enjoy the grandfathering treatments such as a two-year exemption from enterprise income
tax followed by a three-year half reduction of enterprise income tax under Circular 39, may choose the reduced tax rate of 15% applicable to high and new technology enterprises strongly supported by the state or the tax
exemption/reduction based on the tax rates in the grandfathering period as stated in Circular 39. Enterprises are not allowed the 50% reduction based on the preferential tax rate for high and new technology enterprises strongly supported by
the state of 15%. Circular 157 applies retroactively from January 1, 2008.

Circular 157 was
previously determined to be applicable to BBII in prior years and therefore, the applicable income tax rate was 10% and 11% for 2009 and 2010, respectively. In 2011, it was determined that BBII was not in scope of Circular 157 and therefore, was
eligible for the 50% reduction based on the preferential tax rate for high and new technology enterprises strongly supported by the state of 15%. Therefore, the applicable income tax rate was 7.5% for the years ended 2009, 2010 and 2011.
Subsequent to 2011, BBII is entitled to enjoy a preferential tax rate of 15% as long as they maintain their qualification as High and New Technology Enterprise. In October 2011, BBII successfully renewed its High and New Technology
Enterprise status for another three years. If it fails to maintain the High and New Technology Enterprise qualification, its applicable EIT rate may increase to up to 25%, which could have a material adverse effect on our results
of operations.



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Certain of our leased property interests may be defective and we may be forced to
relocate operations affected by such defects, which could cause significant disruption to our business and have a negative impact on our operation and financial results.

As of December 31, 2011, we had leased properties in 58 cities in China. With respect to 14 of these leased
properties, the lessors failed to provide property title certificates or other legal instruments proving the title ownership of these lessors. According to PRC laws, rules and regulations, in situations where a tenant lacks evidence of the
landlords title or right to lease, the relevant lease agreement may not be valid or enforceable under PRC laws, rules and regulations, and may also be subject to challenge by third parties. However, we cannot assure you that such defects will
be cured in a timely manner or at all. Our business may be interrupted and additional relocation costs may be incurred if we are required to relocate operations affected by such defects. Moreover, if our lease agreements are challenged by third
parties, it could result in diversion of management attention and cause us to incur costs associated with defending such actions, even if such challenges are ultimately determined in our favor. In addition, certain lease agreements have not been
registered with competent governmental authority. According to PRC laws, rules and regulations, the failure to register the lease agreement will not affect its effectiveness between the tenant and the landlord, however, the landlord and the tenant
may be subject to administrative fines of up to RMB10,000 each for such failure to register the lease. As of the date hereof, we are not aware of any action, claim or investigation being conducted or threatened by the competent government
authorities with respect to the defects in our leased properties. However, if we are fined or penalized by government authorities due to our lessors failure to register our lease agreements, our business and financial condition may be
negatively impacted.

Failure to comply with PRC regulations regarding the registration requirements for employee stock
ownership plans or share option plans may subject our PRC plan participants or us to fines and other legal or administrative sanctions.

Under relevant PRC rules and regulations, PRC citizens who are granted stock options by an overseas publicly listed company are required, through a qualified PRC domestic agent or PRC subsidiary of such
overseas publicly-listed company, to register with SAFE and complete certain other procedures. If we or our PRC resident employees granted our stock options fail to comply with these regulations, we or such employees may be subject to fines and
other legal or administrative sanctions. Also see RegulationRegulations on Employee Stock Options Granted by Listed Companies.

The implementation of the PRC Labor Contract Law may significantly increase our operating expenses and adversely affect our business and results of operations.

On June 29, 2007, the PRC National Peoples Congress enacted the Labor Contract Law, which became effective on
January 1, 2008. The Labor Contract Law formalizes workers rights concerning overtime hours, pensions, layoffs, employment contracts and the role of trade unions and provides for specific standards and procedure for the termination of an
employment contract. In addition, the Labor Contract Law requires the payment of a statutory severance pay upon the termination of an employment contract in most cases, including in cases of the expiration of a fixed-term employment contract. As
there has been little guidance as to how the Labor Contract Law will be interpreted and enforced by the relevant PRC authorities, there remains substantial uncertainty as to its potential impact on our business and results of operations. The
implementation of the Labor Contract Law may significantly increase our operating expenses, in particular our personnel expenses, as the continued success of our business depends significantly on our ability to attract and retain qualified
personnel. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the Labor Contract Law may also limit our ability to effect these changes in a manner that we believe to be
cost-effective or desirable, which could adversely affect our business and results of operations.



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Risks Related to Our ADSs

The market price for our ADSs may continue to be volatile.

The trading prices of our ADSs have been, and are likely to continue to be, volatile and could fluctuate widely due to
factors beyond our control. The closing trading prices of our ADSs ranged from US$3.73 to US$12.71 in 2011 and from US$3.70 to US$5.60 to date in 2012. This was partly because of broad market and industry factors, such as the performance and
fluctuation in the market prices or the underperformance or declining financial results of other companies based in China that have listed their securities in the United States in recent years. The securities of some of these companies have
experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other PRC companies securities after their
offerings may affect the attitudes of investors toward PRC companies listed in the United States, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news or
perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other PRC companies may also negatively affect the attitudes of investors towards PRC companies in general, including us,
regardless of whether we have conducted any inappropriate activities. In addition, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as the large
decline in share prices in the United States, China and other jurisdictions in late 2008, early 2009 and the second and third quarters of 2011, which may have a material and adverse effect on the market price of our ADSs. In addition, the market
price for our ADSs is likely to continue to be highly volatile and subject to wide fluctuations in response to factors including the following:



| |  |  | actual or anticipated fluctuations in our quarterly operating results and changes or revisions of our expected results;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | announcements of new services by us or our competitors;
| | - |  | -------------------------------------------------------



| |  |  | changes in financial estimates or recommendations by securities analysts;
| | - |  | -------------------------------------------------------------------------



| |  |  | conditions in the automobile or advertising industries in China;
| | - |  | ----------------------------------------------------------------



| |  |  | changes in the economic performance or market valuations of other companies that provide Internet content and marketing services to automakers and
dealers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | fluctuations of exchange rates between the Renminbi and the U.S. dollar or other currencies;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | additions or departures of senior management;
| | - |  | ---------------------------------------------



| |  |  | release or expiration of transfer restrictions on our outstanding ordinary shares or ADSs;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | sales or perceived potential sales of additional ordinary shares or ADSs;
| | - |  | -------------------------------------------------------------------------



| |  |  | pending or potential litigation or administrative investigations; and
| | - |  | ---------------------------------------------------------------------



| |  |  | general economic or political conditions in China.
| | - |  | --------------------------------------------------

We may need additional capital, and the sale of additional ADSs or other equity securities could result in additional
dilution to our shareholders.

We believe that our current cash and cash equivalents and anticipated cash flow
from operations will be sufficient to meet our anticipated cash needs for ordinary operation. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or
acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result
in additional dilution to our shareholders. The incurrence of indebtedness would result in increased



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debt service obligations and could result in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms
acceptable to us, if at all.

Because we do not expect to pay dividends in the foreseeable future, you must rely on
price appreciation of our ADSs for return on your investment.

We intend to retain most, if not all, of
our available funds and earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any
future dividend income.

Our board of directors has significant discretion as to whether to distribute
dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and
surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial position, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs
will likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in
our ADSs and you may even lose your entire investment in our ADSs.

Substantial future sales or perceived potential
sales of our ADSs in the public market could cause the price of our ADSs to decline.

Sales of our ADSs
or ordinary shares in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Such sales also might make it more difficult for us to sell equity or equity-related securities in the
future at a time and price that we deem appropriate. Any future sales of a substantial number of our ADSs in the public market could cause the price of our ADSs to decline.

You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote.

Except as described in this annual report and in the deposit agreement, holders of our ADSs will not be able to exercise
voting rights attaching to the shares represented by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or its nominee as their representative to exercise the voting rights attaching to the shares represented by the
ADSs. You may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to
vote. Upon our written request, the depositary will mail to you a shareholder meeting notice which contains, among other things, a statement as to the manner in which your voting instructions may be given, including an express indication that such
instructions may be given or deemed given to the depositary to give a discretionary proxy to a person designated by us if no instructions are received by the depositary from you on or before the response date established by the depositary. However,
no voting instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which we inform the depositary that (i) we do not wish such proxy given, (ii) substantial opposition exists, or
(iii) such matter materially and adversely affects the rights of shareholders. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make
all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ADSs.
Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your
right to vote and you may lack recourse if your ADSs are not voted as you requested. In addition, in your capacity as an ADS holder, you will not be able to call a shareholders meeting.



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You may not be able to participate in rights offerings and may experience dilution of
your holdings as a result.

We may from time to time distribute rights to our shareholders, including
rights to acquire our securities. However, we cannot make rights available to you in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration
requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or
exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we may
not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

You may not receive cash dividends if it is impracticable to make them available to you.

The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives
on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion,
decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain
distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you.

You may be subject to limitations on transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance
of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because
of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

You may face difficulties in protecting your interests, and your ability to protect your rights through the United States federal courts may be limited because we are incorporated under Cayman
Islands law, we conduct substantially all of our operations in China and all of our directors and officers reside outside the United States.

We are incorporated in the Cayman Islands and conduct substantially all of our operations in China through our PRC subsidiaries. All of our directors and officers reside outside the United States and a
substantial portion of their assets are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the event that you
believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our
assets or the assets of our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will recognize as a valid judgment, a final and
conclusive judgment in personam obtained in a federal or state court of the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect
of a fine or other penalty) and would give a judgment based thereon; provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the
Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted
prior to the



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rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to
time, and by the Companies Law and common law of the Cayman Islands. The rights of shareholders to take legal action against us and our directors, actions by minority shareholders and the fiduciary responsibilities of our directors are to a large
extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which provides persuasive, but
not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial
precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection. In addition, Cayman Islands companies may not have standing to
initiate a shareholder derivative action in United States federal courts.

As a result, our public
shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Our memorandum and articles of association contain anti-takeover provisions that could adversely affect the rights of
holders of our ordinary shares and ADSs.

Our memorandum and articles of association contains certain
provisions that could limit the ability of others to acquire control of our company, including a provision that grants authority to our board of directors to establish from time to time one or more series of preference shares without action by our
shareholders and to determine, with respect to any series of preference shares, the terms and rights of that series. The provisions could have the effect of depriving our shareholders of the opportunity to sell their shares, including shares
represented by ADSs, at a premium over the prevailing market price by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions.

We are exempt from certain corporate governance requirements of the NYSE and we intend to rely on certain exemptions.

Certain corporate governance practices in the Cayman Islands, which is our home country, are
considerably different than the standards applied to U.S. domestic issuers. We are exempt from certain corporate governance requirements of the NYSE by virtue of being a foreign private issuer. For example, we are not required to:



| |  |  | have a majority of the board be independent (other than due to the requirements for the audit committee under the United States Securities Exchange
Act of 1934, as amended, or the Exchange Act);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | have regularly scheduled executive sessions with only non-management directors;
| | - |  | -------------------------------------------------------------------------------



| |  |  | have at least one executive session of solely independent directors each year; or
| | - |  | ---------------------------------------------------------------------------------



| |  |  | seek shareholder approval for (i) the implementation and material revisions of the terms of share incentive plans, (ii) the issuance of
more than 1% of our outstanding ordinary shares or 1% of the voting power outstanding to a related party, (iii) the issuance of more than 20% of our outstanding ordinary shares, and (iv) an issuance that would result in a change of
control.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We currently intend to rely on certain exemptions provided by the NYSE to a
foreign private issuer, except that we have a minimum of three members on our audit committee and we have adopted and disclosed a code of business conduct and ethics for directors, officers and employees. We also have a compensation committee, which
has two members. We have also adopted our corporate governance guidelines and made it publicly



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available. As a result, our investors may not be provided with the benefits of certain corporate governance requirements of the NYSE.

We may be classified as a passive foreign investment company for United States federal income tax purposes, which could result in
adverse U.S. federal income tax consequences to U.S. holders of our ADSs or ordinary shares.

Depending
upon the value of our ordinary shares and ADSs and the nature of our assets and income over time, we could be classified as a passive foreign investment company (a PFIC) for U.S. federal income tax purposes for our taxable
year ended December 31, 2011, our current taxable year ending December 31, 2012 or any future taxable year. A non-United States corporation will be treated as a PFIC for any taxable year if either (i) 75% or more of its gross income for such
year consists of certain types of passive income, or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for
the production of passive income. Because of the uncertainties in the application of the relevant rules and because PFIC status is a factual determination made annually after the close of each taxable year on the basis of the composition of our
income and the value of our active versus passive assets, there can be no assurance that we will not be a PFIC for the current year or any subsequent taxable year. Although not free from doubt, based on our income and assets for our taxable year
ending December 31, 2011, we do not expect to be classified as a PFIC for that year. However, it is reasonably likely, though not assured, that we will be classified as a PFIC for our taxable year ending December 31, 2012 and, hence, subsequent
taxable years. The market price (and fluctuations thereof) of our ADSs or ordinary shares may affect our classification as a PFIC for the current or any subsequent taxable year. We have not sought a ruling from the United States Internal Revenue
Service, or the IRS, with respect to our PFIC status, and there can be no assurance that the IRS will agree with our determination.

Although the law in this regard is unclear, we treat Beijing Bitauto Information Technology Company Limited, or BBIT, Beijing C&I Advertising Company Limited, or CIG, and Beijing Easy Auto Media Co.,
Ltd., or BEAM, as being owned by us for U.S. federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a
result, we consolidate their results of operations into our consolidated financial statements. If it were determined, however, that we are not the owner of BBIT, CIG and BEAM for U.S. federal income tax purposes, we would likely be treated as a PFIC
for our taxable year ended December 31, 2011, and any subsequent taxable year.

If we were to be
classified as a PFIC, a U.S. Holder (as defined in Item 10. Additional InformationTaxationMaterial United States Federal Income Tax ConsiderationsGeneral) may incur significantly increased U.S. income tax on gain
recognized on the sale or other disposition of the ADSs or ordinary shares and on the receipt of distributions on the ADSs or ordinary shares to the extent such gain or distribution is treated as an excess distribution under U.S. federal
income tax rules. Further, if we are classified as a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder
holds our ADSs or ordinary shares. We urge you to consult your tax advisor concerning the U.S. federal income tax consequences of acquiring, holding and disposing of ADSs or ordinary shares if we are classified as a PFIC. For more information, see
Item 10. Additional InformationTaxationMaterial United States Federal Income Tax ConsiderationsPassive Foreign Investment Company Considerations.

Compliance with rules and regulations applicable to companies publicly listed in the United States is costly and complex and any failure by us to comply with these requirements on an ongoing basis
could negatively affect investor confidence in us and cause the market price of our ADSs to decrease.

In addition to Section 404, the Sarbanes-Oxley Act also mandates, among other things, that companies adopt corporate
governance measures, imposes comprehensive reporting and disclosure requirements, sets strict



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independence and financial expertise standards for audit committee members, and imposes civil and criminal penalties for companies, their chief executive officers, chief financial officers and
directors for securities law violations. For example, in response to the Sarbanes-Oxley Act, the NYSE has adopted additional comprehensive rules and regulations relating to corporate governance. These laws, rules and regulations have increased the
scope, complexity and cost of our corporate governance and reporting and disclosure practices. Our current and future compliance efforts will continue to require significant management attention. In addition, our board members, chief executive
officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers to
fill critical positions within our company. Any failure by us to comply with these requirements on an ongoing basis could negatively affect investor confidence in us, cause the market price of our ADSs to decrease or even result in the delisting of
our ADSs from the NYSE.

If we fail to maintain an effective system of internal controls over financial reporting, we
may not be able to accurately report our financial results or prevent fraud.

As a public company in
the United States, we are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on
such companys internal control over financial reporting in its annual report, which contains managements assessment of the effectiveness of our internal control over financial reporting. In addition, an independent registered public
accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. We have been subject to these requirements since the fiscal year ended December 31, 2011.

Our management has concluded that our internal control over financial reporting is effective as of December 31,
2011. Our independent registered public accounting firm has issued an attestation report, which has concluded that our internal control over financial reporting is effective. See Item 15. Controls and Procedures. However, if we fail to
maintain effective internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a
reasonable assurance level. This could in turn result in loss of investor confidence in the reliability of our financial statements and negatively impact the trading price of our ADSs. Furthermore, we have incurred and anticipate that we will
continue to incur considerable costs, management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.



|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------



|A. | History and Development of the Company
|-- | --------------------------------------

We are a holding company incorporated in the Cayman Islands on October 21, 2005. We conduct substantially all of our
business through our operating subsidiary, BBII, and our consolidated SPEs in China. We own 100% of the equity of BBII in China through our wholly-owned subsidiary, Bitauto Hong Kong Limited, which was incorporated in Hong Kong on April 27,
2010.

Beijing C&I Advertising Company Limited, or CIG, which was incorporated in 2002, is one of our SPEs
in China and provides digital marketing solutions to automakers. Beijing Bitauto Information Technology Company Limited, or BBIT, is another SPE of ours and was incorporated in 2005. BBIT conducts our bitauto.com business that focuses on new
automobiles and subsequently expanded to start our taoche.cn (formerly ucar.cn) business that focuses on used automobiles in 2006.

In 2007, we acquired 100% of the ordinary shares of Autoworld Media Company Limited, or Autoworld, a company incorporated in the British Virgin Islands. Autoworld conducts its business operations in China
through its subsidiary Autoworld Business Consulting (Shanghai) Co. and its SPE, Shanghai You Shi Advertising



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Communication Company Limited, which are referred to collectively as the Autoworld Group. The Autoworld Group provides television advertising services to Chinas automotive industry.

From 2007 to 2008, we established or obtained control over several SPEs in the PRC that provide automobile
advertising services through radio, television, newspapers and magazines. On June 27, 2008, we distributed cash and the net assets of Autoworld Media Company Limited, Autoworld Business Consulting (Shanghai) Co., Limited and Beijing Carsfun
Information Technology Limited to our shareholders. The distribution amounted to RMB12.8 million. On September 22, 2009, we sold an SPE that provides print-based automobile advertising services to an SPE of Autoworld.

On May 31, 2010, in order to better align our business with our long-term growth strategy and focus on our core
business of providing Internet content and marketing services, we distributed to our shareholders cash and the net assets of the entities formerly in our corporate group that provide advertising services focusing on the traditional media forms such
as radio, television, newspapers and magazines.

In late 2011, we acquired 100% equity interest in Beijing
Bitcar Interactive Information Technology Co., Ltd., or Bitcar, from two members of our key management personnel in an all-cash transaction that values Bitcar at between RMB45.0 million (US$7.1 million) and RMB63.0 million (US$10.0 million). We made
an initial payment of RMB45.0 million by the end of 2011, subject to a future contingent consideration amounting to the difference between Bitcars audited IFRS fiscal 2012 revenues and the initial payment of RMB45.0 million, with a total
consideration capped at RMB63.0 million.

In June, 2011, we set up Beijing Bit EP Information Technology Co.,
Ltd., which we intend to further strengthen our online marketing & customer relation management platform.

In April 2012, we re-launched our used car business on a new website named taoche.com, which is easier for Chinese users to remember and expected to enhance the brand awareness. The
Chinese word tao carries the meaning of searching with pleasure and taoche entails a pleasant shopping experience for cars, which better positions the site as a one-stop destination for information on used car
selection, purchase and consumption among Chinese users. Traffic to our ucar.cn website is automatically redirected to our taoche.com website. Going forward, we refer to our previous ucar.cn business as taoche.com
business.

Due to certain restrictions under PRC law on foreign ownerships of entities engaged in
Internet and advertising businesses, we conduct our operations in China through contractual arrangements among BBII, our SPEs in China and the shareholders of these SPEs. As a result of these contractual arrangements, we control our SPEs and have
consolidated the financial information of these SPEs and their subsidiaries in our consolidated financial statements in accordance with IFRS. Earnings of these SPEs are transferred to BBII under the contractual arrangements BBII currently has in
place with the SPEs. The arrangements include exclusive business cooperation agreements and exclusive option agreements with the SPEs, which entitle BBII to receive a majority of SPEs residual returns. Under the arrangement, the earnings are
transferred from BBII to our Hong Kong subsidiary, Bitauto Hong Kong Limited, and subsequently to us through dividends or other forms of distribution. In China, payment of dividends is also subject to certain limitations. PRC regulations
currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. Under current PRC laws, regulations and accounting standards, our PRC subsidiary, BBII, is required to
allocate at least 10% of its after-tax profit based PRC accounting standards to its statutory reserves each year until the accumulative amount of those reserves reaches 50% of its registered capital. Although the statutory reserves can be used,
among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. At its
discretion, BBII, as a foreign-invested enterprise, may allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are not distributable as
cash dividends.



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Our principal executive offices are located at New
Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Beijing, 100044, the Peoples Republic of China. Our telephone number at this address is (86-10) 6849-2345. Our registered office in the Cayman Islands is located at
Offshore Incorporations (Cayman) Limited, Scotia Centre,
4thFloor, P.O. Box 2804, George Town, Grand Cayman
KY1-1112, Cayman Islands. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., 400 Madison Avenue, 4th Floor, New York, New York 10017.

See Item 5. Operating and Financial Review and ProspectsB. Liquidity and Capital Resources for details
regarding our capital expenditure.



|B. | Business Overview
|-- | -----------------

Overview

We are a leading provider of Internet content and
marketing services for Chinas fast-growing automotive industry. Our bitauto.com and taoche.com websites provide consumers with up-to-date new and used automobile pricing information, specifications, reviews and consumer feedback.
Through our innovative vertical plus portal model, we also distribute our dealer customers automobile pricing and promotional information through 71 partner websites as of December 31, 2011, including major portals operated by
Tencent, Sina, Netease, Yahoo China and Tom Online and social networking websites Renren and Kaixin.

We
manage our businesses in three segments, namely, our bitauto.com business, our taoche.com business and our digital marketing solutions business. Our bitauto.com business provides subscription services to new automobile dealers that enable them to
list targeted pricing and promotional information on our bitauto.com website and our partner websites and to interact with consumers through our virtual call center. It also provides advertising services to dealers and automakers on our
bitauto.com website. Our taoche.com business provides listing services to used automobile dealers that enable them to display used automobile inventory information on our taoche.com website and our partner websites. It also provides
advertising services to used automobile dealers and automakers with certified pre-owned automobile programs on our taoche.com website. Our digital marketing solutions business provides automakers with one-stop digital marketing solutions,
including website creation and maintenance, online public relations, online marketing campaigns and advertising agent services.

We have established a nationwide dealer customer base in China. Our new automobile dealer subscribers have increased from 3,512 in 2010 to 6,302 in 2011, and our used automobile listing customers have
increased from 1,409 in 2010 to 1,759 in 2011. Furthermore, an increasing number of our dealer customers regularly place advertisements on our bitauto.com and taoche.com websites. We maintain regular in-person contact with our dealer
customers through our extensive nationwide sales and service representative network located in 92 cities across China as of December 31, 2011. We provide our new automobile dealer subscription services through our proprietary Easypass platform
and used automobile listing services through our proprietary Transtar platform. Both platforms enable our customers to manage their online marketing efforts in an efficient and cost-effective manner, and use these services as needed without having
to make large upfront investments in software, hardware, implementation services and IT staff as they would with traditional software solutions. Our large dealer customer base has enabled us to build a comprehensive automotive database among
Chinas automotive vertical websites and gives us a significant advantage over our competitors.

In June
2011, we entered an agreement with Baidu, Inc., the leading Chinese language Internet search provider, to be the exclusive supplier of auto-related content for Aladdin, Baidus open data platform. Pursuant to the year-long agreement, effective
from June 1, 2011, we provide selected auto-related content, including auto listings, pictures, reviews, and dealer information to enhance Aladdin-enabled search research results, which include real-time, dynamic and interactive content
alongside static search results. When Baidu users search for auto-related information, Baidu agreed to exclusively display relevant content provided by us in the Aladdin-enabled section of the search results page.



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In addition, we have a diverse base of automaker customers, to whom we
provide advertising services and digital marketing solutions. Of the approximately 82 major automakers in China, consisting of international and Chinese automobile manufacturers and their joint ventures, 63 placed advertisements on our
bitauto.com website in 2011. We believe our customers value our ability to offer a wide range of high-value services and efficient solutions to assist them in reaching a broad group of automobile consumers and influencing their purchase
decisions.

Our revenues from continuing operations were RMB293.3 million, RMB458.1 million and RMB670.0
(US$106.4 million) in 2009, 2010 and 2011, respectively. Under IFRS, we had a loss of RMB6.0 million, a loss of RMB1,222.0 million, and a profit of RMB87.2 (US$13.9 million) in 2009, 2010 and, 2011, respectively, from our continuing operations. The
losses in 2009 and 2010 were primarily attributable to the significant amounts of the charges recognized under IFRS in connection with the increase in fair value of our preference shares resulting from our improved business outlook. The profit in
2011 was primarily attributable to the impact of enhanced sales and management efficiency and scalability.

Our Services

We manage our business in three segments, namely, our bitauto.com business, our taoche.com business and our digital marketing solutions business. Our bitauto.com business provides subscription services to
new automobile dealers that enable them to list targeted pricing and promotional information on our bitauto.com website and our partner websites and to interact with consumers through our virtual call center. Our bitauto.com business also
provides advertising services to dealers and automakers on our bitauto.com website. Our taoche.com business provides listing services to used automobile dealers that enable them to display targeted used automobile inventory information on our
taoche.com website and our partner websites. Our taoche.com business also provides advertising services to used automobile dealers and automakers with certified pre-owned automobile programs on our taoche.com website. Our digital marketing
solutions business provides automakers with one-stop digital marketing solutions, including website creation and maintenance, online public relationship, marketing campaigns and advertising agent services.

Our bitauto.com business

We generate revenues through our bitauto.com website, which partners with other websites, by providing dealer subscription services to new automobile dealers and advertising services to dealers and
automakers.

New automobile dealer subscription services

We provide subscription services to new automobile dealers in China to help them effectively market their automobiles to
consumers. Our new automobile dealer subscription services are marketed under the 


LOGO
 brand, or Easypass in English. Easypass is a service platform through which we deliver a package of software applications over the Internet to our new automobile dealer services subscribers that enable
them to create their own online showrooms, list pricing and promotional information, place advertisements and manage their inventories. The main service modules on the Easypass platform include Dealer Listing Service, Autosite, Virtual Call Center,
Autosense, all of which are made available to our dealer customers by interfacing through our Dealer Assistance System.



| |  |  | Dealer Listing Service is a service we provide to Easypass subscribers to help them reach a broad base of purchase-minded consumers. We publish our
Easypass subscribers new automobile pricing and promotional information on, and link their online showrooms developed using our Autosite services to, our bitauto.com website. To further broaden our Easypass subscribers consumer
reach, we have entered into arrangements with 71 partner websites to become their exclusive provider of automobile pricing and promotional information. We automatically feed such information to our partner websites from our proprietary new
automobile database, which is regularly updated and maintained by our dealer customers. We typically pay a fixed fee to our major partner websites for their advertising space.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | In 2011 our dealer customers posted approximately 3,966,925 listings of new automobile pricing information and 825,642 of new automobile promotional information through our Easypass platform.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Autosite is a service that enables our Easypass subscribers to quickly set up their own online showrooms by choosing their preferred website
templates that we have pre-designed and uploading their own content, such as pricing, promotional and contact information as well as inventory information. The online showrooms developed using our Autosite services also have interactive features
that allow consumers to make online reservations for test drives, place orders online and ask questions and get answers online from our dealer customers. We currently register and maintain independent Internet domain names for Autosite users.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Virtual Call Center is a service where we provide a toll-free number to each of our Easypass dealers for consumer inquiries. Each toll-free number
has a virtual voicemail on the Easypass platform. Approximately 14,350,940 call minutes were logged in 2011.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Autosense is our proprietary advanced advertisement-generating application focusing on automotive content. It is a service that allows our Easypass
subscribers to create advertisements with accurate keywords and optimize the effectiveness of such advertisements by displaying them on relevant web pages being viewed by web users in a specific geographic location. For example, when a consumer from
a certain city opens a web page that contains information on a particular automobile model, Autosense can analyze the consumers Internet protocol address and keywords on such web page and then display advertisements from dealers who are
located near that consumer and have the matching or competing automobile model in their inventory.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The service modules described above are made available to our dealer customers by interfacing through our Dealer Assistance System, which integrates all of our service modules on the Easypass platform
into a single user-friendly operating environment and allows our Easypass subscribers to seamlessly update pricing, promotional, business, and inventory information, analyze market trends, and track all interactions with consumers. In 2009, 2010 and
2011, we had 1,965, 3,512 and 6,302 Easypass subscribers, respectively.

Founded on the success of the
services that our Easypass platform provides to individual automobile dealers, we have launched customized Easypass editions for automobile dealer groups and automakers, which we expect will assist them to better manage their dealer networks and
coordinate their Internet marketing efforts with their franchised dealers.

Our bitauto.com advertising services

We generate advertising revenues from our bitauto.com platform through selling advertisements to
automakers and automobile dealers. We provide text-based, banner, video and rich media advertisements on our bitauto.com website. Different from those in text-based and display formats, advertisements in rich media format have extensive
possibilities for interactive content, such as video and the ability to click to make a phone call. Because visitors to our websites usually seek specific information on, or related to, automobiles and therefore are more likely to be interested in
making automobile purchases, our bitauto.com website has become an ideal destination for brand advertisements of automakers and automobile dealers. We are able to achieve cost-effective and targeted advertising results for our customers
through our proprietary technologies, advertising services and placement algorithms that target specific consumer segments. For example, we can display advertisements to consumers located in specific geographic areas based on Internet protocol
addresses. We can also display advertisements for particular automobile models or their competing models to consumers based on the content of the web pages they are viewing. Furthermore, we also help our new automobile dealer customers plan and
organize promotional events, which we consider as part of our bitauto.com advertising services.



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Our taoche.com business (formerly ucar.cn business)

We generate revenues from our taoche.com business by providing used automobile listing services to automobile dealers and
advertising services to automakers and automobile dealers. Our taoche.com website allows consumers to quickly and conveniently navigate through a large used automobile inventory in our database to select the ones that match their specific
search criteria. If a consumer is interested in a specific used automobile, he or she will be directed to the selling automobile dealers dedicated webpage on taoche.com for contact information and other business information.

Used automobile listing services

Our used automobile listing services are marketed under the 


LOGO
 brand, or Transtar in English. Similar to our Easypass service platform, Transtar is a service platform through which we provide our service modules specifically developed for the used automobile
market to our used automobile dealer customers. Major Transtar service modules include Used Automobile Listing Service, Online Showroom Development and Maintenance, Virtual Call Center and Used Car Management System. Transtar customers may log on to
their accounts to access the service modules discussed below.



| |  |  | Used Automobile Listing Service is a service we provide to our Transtar subscribers to list used automobiles on our taoche.com website and
our partner websites. We are able to display specific automobile dealer listings to taoche.com visitors according to geographic area, automaker, model, configuration, mileage, location and usage history. As a result, our Transtar subscribers
can reach relevant consumers at a high level of precision, a benefit that is unavailable through traditional media forms, such as radio, television, and newspaper advertising.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Online Showroom Development and Maintenance is a service we offer to used automobile dealers or automakers with certified pre-owned automobile
programs through our Transtar platform with features similar to the Autosite service module on our Easypass platform.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Virtual Call Center is provided to our Transtar subscribers and has features similar to the Virtual Call Center service module provided through our
Easypass platform.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Used Car Management System is a service we provide to our Transtar subscribers to help manage the used automobile sales process and business
operations, including automobile sales, inventory management, and pre- and post-sales customer relationships. It can analyze sales data, such as the number and type of used automobiles sold in a particular period, and consumer interaction data, such
as the number of inquiry calls, to automatically generate management reports.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our taoche.com advertising
services

Similar to our bitauto.com website, we generate advertising revenues from our taoche.com
platform through selling advertisements on our taoche.com website to used automobile dealers and automakers with certified pre-owned automobile programs, including text-based, banner, video and rich media advertisements. This large base of
purchased-minded visitors has attracted most of Chinas automakers with certified pre-owned automobile programs as well as a significant number of used automobile dealers to place advertisements on our taoche.com website.

Digital Marketing Solutions Business

Our digital marketing solutions business, operated through CIG, provides one-stop solutions to meet the digital
advertising needs of international and domestic automakers in China. We distinguish ourselves from many of the general advertising agencies with our in-depth knowledge of Chinas automotive industry and our ability to offer the following
integrated advertising solutions to automakers.



| |  |  | Online advertising. We cover all aspects of online advertising. Our in-house creative team works closely with automakers to make strategic
plans and produce digital advertisements. We procure media
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | space and display periods from portals and automotive vertical websites, including bitauto.com and taoche.com. We place advertisements on behalf of our customers on these portals
and websites to achieve cost-effective advertising results. We monitor performance indicators such as the number of hits and clicks on online advertisements that we have placed using automatic monitoring tools. We analyze this data to optimize
advertisement placing strategies for our automaker customers.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Website creation and maintenance. We provide website creation and maintenance services to our automaker customers. Our in-house creative team
uses interactive and multimedia technologies to develop official websites for our automaker customers. Our typical automaker customer may have many official websites developed for each of their automobile models, local automobile dealers or special
promotional events.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Online public relations. We have extensive experience in handling our automaker customers daily online media interactions, monitoring
online media coverage and developing and implementing strategies in response to crisis.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Online marketing campaigns. We conduct cost-effective online marketing campaigns for our customers through performing in-depth market
research of the target audience group, identifying the most effective online media, creating and publishing campaign materials on multiple online mediums to help our automaker customers achieve their goals.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe our in-depth knowledge of Chinas automotive industry and our ability to offer integrated advertising
solutions give us a competitive advantage over other advertising services companies and have allowed us to establish a nationwide customer base. In many cases, we have expanded the scope of our business relationships with our advertising clients
over time such that we not only create, produce and place advertisements for our clients, but also participate in the formation of their branding and advertising strategies. Considering the large volume of online advertisements we place on our media
vendors, we believe we are one of the largest advertising partners of many portals in China, including sina.com.cn and sohu.com.

We derive our revenues from the service fees paid by our customers for the digital marketing solutions we provide as well as performance-based rebates from media vendors, which are usually a percentage of
the purchase price for qualifying advertising space purchased by our customers. See Risk FactorsRisks Related to Our Business and IndustryWe may not be able to continue to collect performance-based rebates for the advertisements we
place on other websites, which is an important source of revenues for us.

Our Database

Our database is the source of information on our bitauto.com and taoche.com websites and the
automobile pricing, promotional and automobile dealer business information on our partner websites. We believe our automotive content and database are one of the most comprehensive among Chinas online automotive marketing companies. Our
database not only covers major metropolitan areas but also a broad geographic area across China, which provides the foundation for the success of our dealer subscription services and advertising services as well as for future expansions. Given the
significant amount of time, resources and nationwide network of dealer customers required to develop, maintain and regularly update such a comprehensive database, we believe our database represents a significant advantage over our competitors. Our
database features (1) content designed for automobile consumers; (2) dealers business and contact information; and (3) new automobile pricings and used automobile listings. As of December 31, 2011, our database contained:



| |  |  | automobile reviews, customer feedback, automobile-related pictures and video clips of 6,954 new automobile models;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | approximately 19,000 new and used automobile dealers business and contact information;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | 3,966,925 listings of new automobile pricing information and 825,642 listings of new automobile promotional information;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



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| |  |  | 129,589 used automobile listings;
| | - |  | ---------------------------------



| |  |  | specifications and features of 1,222 used automobile models; and
| | - |  | ----------------------------------------------------------------



| |  |  | more than 1,500,000 pictures, videos and clips.
| | - |  | -----------------------------------------------

We collect data from multiple sources. Detailed automobile dealer business information is collected and maintained by our
sales and service representatives located in 92 cities across China, as of December 31, 2011, or by our dealer customers directly. Automobile pricing information is maintained and regularly updated by dealers through our Easypass and Transtar
service platforms and generally reflects the dealers latest price. Specifications and features of each automobile model are collected by our editing team from automakers and dealers. Most automobile pictures are taken by our own editing team.
Industry news is licensed from third-party content providers.

We have developed standardized data collection
and quality control procedures to ensure the accuracy, consistency and timeliness of the data entered into our database. All business information of automobile dealers must be verified and approved by authorized personnel. Automobile pricing data is
verified against the automakers suggested retail prices and market prices at relevant locations; irregular or misleading prices are deleted promptly. We have developed internal cross-checking procedures supplemented by user feedback to further
strengthen our quality control over our database. We also license copyrighted materials from trusted third parties.

We have multi-level protection mechanisms to ensure the safety and integrity of our database. We maintain comprehensive information technology manuals that provide for detailed policies and procedures for
the protection of our information technology system, including data backup procedures, anti-virus and anti-hacking procedures, procedures for dealing with emergencies and catastrophes, and network and hardware maintenance policies. Our computer
servers perform automatic data backup on a regular basis, and continually monitor our database in an effort to detect and prevent unauthorized access while ensuring fast and reliable access by consumers and our automobile customers.

Product Development

Our Internet services are supported and enhanced by a team of more than 300 experienced and dedicated product development employees, including many industry experts with in-depth knowledge of automotive
and information technologies and online marketing. We develop and improve our products and services to meet the evolving needs of our customers and users. In 2011, we strengthened various functions of our Easypass platform, including our virtual
call center, and introduced Bitauto index for the automaker customers, which is designed to help automakers make marketing decisions by analyzing the potential buyers browsing behavior and areas of interests, among others. We also revamped our
used car website with enhanced search function and enriched content.

We spent approximately RMB17.1 million,
RMB29.8 million and RMB36.6 million (US$5.8 million) on product development in 2009, 2010 and 2011, respectively. These expenditures represented 5.8%, 6.5% and 5.5% of our total revenues from continuing operations in 2009, 2010 and 2011.

Sales, Marketing and Customer Support

We employ an experienced sales force in each city to increase market penetration. We provide in-house education and
training for our sales force to ensure they provide our current and prospective clients comprehensive information about our automaker and automobile dealer services and digital marketing solutions and convey the advantages of using our
bitauto.com and taoche.com websites as marketing channels. Also, to help our dealer and automaker customers explore the potential synergies between their sales and marketing initiatives, we have started to coordinate their respective
selling and branding activities, which in return will



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improve the efficiency of our Internet marketing solutions and increase our customers satisfaction and their loyalty toward our services.

We believe our bitauto.com and taoche.com brand names are well recognized throughout Chinas automotive industry and
our relationships with our partner websites are well established within the Internet marketing industry.

We
use a variety of marketing programs to reach our current and prospective customers and consumers, including the following:



| |  |  | We organized the China Automotive Industry Forum from 2008 to 2010 and have developed it into a significant annual event in Chinas automotive
industry. The forum featured speakers, such as senior management of automakers and automobile dealer groups, academics and high-level government officials, and was well attended by many industry participants;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have been organizing training programs through our Bitauto Academy for owners or executives of our dealer customers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | We have been publishing Bitauto newsletters since 2005, which are distributed to automobile dealers throughout China free of charge and can also be
made available upon request. These newsletters feature topics that interest automobile dealers, such as relevant automobile market information and government policies, as well as reports on success stories of automobile dealers and their executives;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We regularly participate in automobile exhibitions held in major metropolitan cities, such as Beijing and Shanghai, and have been one of the most
popular and most active participants among Chinas automotive vertical websites at many exhibits. For example, we rented a large exhibition area in the 2011 Shanghai International Automotive Exhibition.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We organized and hosted the 2011 Shanghai Automobile Exhibition Symposium, where industry experts discussed Chinas automobile market and
exchanged views on promoting the healthy development of the automotive dealing sector. Since 2011, we have been hosting the Annual Celebration of Automobiles, which selects and recognizes most popular cars and models and has become one of the most
influential event of similar kind in Chinas automotive industry.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also provide
customer services and training to our dealer customers in order to help them fully utilize the potential of our Easypass and Transtar products and foster customer loyalty.

Customers

Our customers consist primarily of automobile dealers and automakers that use one or more of our services, including Easypass, Transtar, advertising and digital marketing solutions. There are more
automobile dealer customers because dealerships tend to be more geographically dispersed and smaller in size as compared to automakers. Our Easypass and Transtar services have a diverse customer base. No single dealer accounts for a material portion
of our revenues, while revenues from automaker customers are generally more concentrated due to the relatively small number of automaker customers and the large size of their contracts with us. In 2009, 2010 and 2011, revenues from the top three
customers in each period accounted for approximately 28.9%, 23.5% and 18.1%, respectively, of our total revenues from continuing operations. In particular, our largest customer, FAW Mazda, accounted for 21.4%, 16.3% and 10.2% of our total revenues
from continuing operations in 2009, 2010 and 2011, respectively. FAW Mazda has been our customer since 2005. Our digital marketing solutions business provides services to FAW Mazda pursuant to a framework Internet Marketing Service Agreement, which
term starts on January 1 each year and ends on December 31 of the same year. This agreement has been renewed on similar terms and conditions over the past three years and has been renewed for 2012 as well. Under this agreement, FAW Mazda
agrees not to source Internet marketing services from other companies unless we fail to meet its requirements and are unable to remediate such failure or materially breach this agreement which causes



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significant losses to FAW Mazda. In return, we agree that our digital marketing solutions business will not provide the same type of services listed in the agreement to four automakers that
directly compete with FAW Mazda. In addition, we also generate revenues indirectly from our automaker customers in the form of performance-based rebates. When we place advertisements on behalf of our automaker customers, we usually receive
performance-based rebates from media vendors, which equal a percentage of qualifying payments for the advertising space purchased and utilized by our customers.

Customers of each type of services

The following summary
illustrates the customers of our Easypass subscription and advertising services, Transtar listing and advertising services and digital marketing solutions. Considering the similarities between the customers of our bitauto.com business and our
taoche.com business, the following summary is not presented according to business segment.



| |  |  | Dealer services customers. We have established a large customer base for our dealer services. We had 6,302 Easypass subscribers and 1,759
Transtar customers in 2011. We enter into a service agreement with each Easypass subscriber, the terms of which generally range from several months to one year. The agreement has no renewal provision or provision for Easypass subscribers to
terminate the agreement without cause. We also enter into a service agreement with each Transtar customer which has no fixed term and allows our Transtar customer to use our services as needed. Under these service agreements, we have the right to
require Easypass or Transtar customers to revise their information to be published through our Easypass or Transtar platforms, respectively, if the information violates applicable laws. Each Easypass or Transtar customer is obligated to ensure the
legitimacy, timeliness and accuracy of its listing information and is liable to any consumers who incur losses resulting from the subscribers failure to provide such updated and accurate information.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Advertising customers. We have a broad base of advertising customers. The combination of a large and purchase-minded visitor base and
comprehensive automotive content has attracted most of Chinas major automakers to place advertisements on our bitauto.com and taoche.com websites. Of the approximately 82 automakers in China, consisting of international and
Chinese automobile manufacturers and their joint ventures, 63 placed advertisements on our bitauto.com website in 2011. We consider each joint venture between Chinese and international automotive manufacturers as a unique automaker because
each joint venture operates independently in China and is kept separate from the joint venture partners. In addition to automobile listings through our Easypass or Transtar platforms, many automobile dealers also place advertisements on our
bitauto.com and taoche.com websites. In 2011, 1,581 new automobile dealers placed advertisements on our bitauto.com website and 411 used automobile dealers placed advertisements on our taoche.com website.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Digital marketing solutions customers. Our digital marketing solutions customers include many well-known automakers in China. We enter into
Internet marketing service agreements with these automakers, the terms of which are generally one year though some automakers have been our customers for many years, even in the absence of a multi-year agreement. In 2010, our digital marketing
solutions business had 12 automaker customers, 11 of which remained our customers in 2011. As of December 31, 2011, the number of our automaker and auto-related customers increased to 22. On behalf of these automaker customers, we placed
RMB509.9 million (US$81.0 million) of online automotive advertisements in 2011.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Customers of each business segment

Our bitauto.com business

The following table sets forth our customer base in terms of number of customers in each period for our bitauto.com business:



|                                          |  |                                  |     |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|----------------------------------------- |  | -------------------------------- | --- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                                          |  | For the Years Ended December 31, |    
|                                          |  | 2007                             |     |  | 2008 |  |       | 2009 |  |  | 2010  |  |  | 2011 |      
|Number of Easypass subscribers            |  |                                  | 981 |  |      |  | 1,529 |      |  |  | 1,965 |  |  |      | 3,512 |  |  |  | 6,302 | 
|Number of advertising dealer customers    |  |                                  | 325 |  |      |  | 551   |      |  |  | 640   |  |  |      | 1,124 |  |  |  | 1,581 | 
|Number of advertising automaker customers |  |                                  | 37  |  |      |  | 44    |      |  |  | 51    |  |  |      | 59    |  |  |  | 63    | 

Our taoche.com business

Due to the limited operating history of our taoche.com business, the following table sets forth the customer base of our
taoche.com business for 2009, 2010 and 2011 in terms of the number of Transtar customers and the number of advertising customers:



|                                |  |                                  |  |      |       |  |      |  |       |  |  | 
|------------------------------- |  | -------------------------------- |  | ---- | ----- |  | ---- |  | ----- |  |  | 
|                                |  | For the Years Ended December 31, | 
|                                |  | 2009                             |  | 2010 |       |  | 2011 | 
|Number of Transtar customers    |  | 774                              |  |      | 1,409 |  |      |  | 1,759 | 
|Number of advertising customers |  | 80                               |  |      | 248   |  |      |  | 411   | 

Our digital marketing solutions business

The following table sets forth our customer base in terms of number of automaker and auto-related customers and the number
of recurring automaker customers for our digital marketing solutions business for the periods indicated:



|                                                         |  |                                  |   |  |      |  |    |      |  |  |      |  |  |      |    |  |  |  |    | 
|-------------------------------------------------------- |  | -------------------------------- | - |  | ---- |  | -- | ---- |  |  | ---- |  |  | ---- | -- |  |  |  | -- | 
|                                                         |  | For the Years Ended December 31, |  
|                                                         |  | 2007                             |   |  | 2008 |  |    | 2009 |  |  | 2010 |  |  | 2011 |   
|Number of automaker and auto-related customers           |  |                                  | 9 |  |      |  | 10 |      |  |  | 10   |  |  |      | 12 |  |  |  | 22 | 
|Number of recurring automaker and auto-related customers |  |                                  | 9 |  |      |  | 9  |      |  |  | 10   |  |  |      | 10 |  |  |  | 11 | 

Competition

We face competition in each line of our services:

Our bitauto.com business faces competition from many market participants. With respect to our new automobile advertising
services, we face competition from Chinas automotive vertical websites, such as pcauto.com.cn and autohome.com.cn, as well as the automotive channels of major portals and traditional forms of media, and recently from social
networking websites and Internet video websites. Competition with other websites is primarily centered on website traffic and brand recognition among general Internet users, spending by automakers and automobile dealers, and customer retention and
acquisition. With respect to our new automobile dealer subscription services, we also face competitions from pcauto.com.cn and autohome.com.cn in terms of automobile inventory, timeliness and accuracy of automobile pricing information
and website traffic.

Our taoche.com business faces competition from other used automobile websites, such as
51auto.com and hx2car.com, as well as other websites and media that publish used automobile information in China. The parameters of competition are similar to those of our bitauto.com business, except that the competition for our
taoche.com business is more focused on the size of used automobile inventory and market penetration among used automobile dealers.



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Our digital marketing solutions business faces competition from other
Internet marketing service providers in China. We face competition from the digital marketing business of well-established international advertising agencies such as Dentsu and WPP as well as local agencies that specialize in providing online
marketing services, including AllYes Online Media, Hylink Advertising and Beijing Catch Stone Advertising. In the automotive industry, we not only compete for customers, but also compete in terms of advertisement design, relationships with media
vendors, and the quality, breadth, pricing and effectiveness of services.

Regulation

The following is a summary of the significant regulations or requirements that affect our business activities in China or
our shareholders rights to receive dividends and other distributions from us.

Regulations on
Value-added Telecommunications Business

Our Internet content services are regarded as telecommunications
services, which are primarily regulated by the Ministry of Industry and Information Technology. Under the Telecommunications Regulations of the PRC, telecommunications businesses are divided into two categories, namely (i) the basic
telecommunications business, which refers to the business of providing public network infrastructure, public data transmission and basic voice communications services, and (ii) value-added telecommunications business, which
refers to the telecommunications and information services provided through the public network infrastructure. Internet data processing service business is listed under the first category of the value-added telecommunications business.

Regulations on Internet Information Services

BBIT operates the websites www.bitauto.com, www.bitcar.com, www.yiche.com, www.baa.com.cn,
www.taoche.com, www.ucar.cn, www.ucar.com.cn, www.cheyisou.com and www.autolist.com.cn to provide Internet information services for Chinas automotive industry. Internet information services in China are
primarily regulated by the Ministry of Industry and Information Technology. Pursuant to the applicable PRC regulations, to engage in commercial Internet information services, the service providers shall obtain a Telecommunication and Information
Service Business Operating License, or an ICP License. BBIT obtained its ICP License issued by Beijing Telecommunications Administration Department, effective until February 29, 2016, which permits BBIT to carry out commercial
Internet information services using the above-mentioned domain names. CIG provides maintenance services to www.dyk-club.com.cn, www.myfordfocus.cn and www.yumazu.com.cn. CIG obtained its ICP License issued by Beijing
Telecommunications Administration Department, effective until March 23, 2015.

The PRC government
regulates and restricts Internet content in China to protect state security and ensure the legality of the Internet content. Internet content providers and Internet publishers are prohibited from posting or displaying over the Internet content that,
among other things, violates PRC laws and regulations, impairs the national dignity of China, or is reactionary, obscene, superstitious, fraudulent or defamatory. Failure to comply with these requirements may result in the revocation of licenses to
provide Internet content services and the closure of the concerned websites. In addition, the Ministry of Industry and Information Technology has published regulations that subject website operators to potential liability for content displayed on
their websites and the actions of users and others using their systems, including liability for violations of PRC laws and regulations prohibiting the dissemination of content deemed to be socially destabilizing. The Ministry of Public Security has
the authority to order any local Internet service provider to block any Internet website at its sole discretion. From time to time, the Ministry of Public Security has stopped the dissemination over the Internet of information which it believes to
be socially destabilizing. The Ministry of Public Security has supervision and inspection rights in this regard. The National Peoples Congress has enacted legislation that may subject to criminal punishment in China any person who:
(1) gains improper entry into a computer or system of strategic importance; (2) disseminates politically disruptive information; (3) leaks state secrets; (4) spreads false commercial information; or (5) infringes
intellectual property rights.



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Furthermore, MIIT promulgated Certain Provisions on Regulating the Market
Order of the Internet Information Service, or Circular 20, on December 29, 2011, which took effect on March 15, 2012. Any Internet content services and any Internet content related services within the territory of the PRC shall be
conducted in accordance with Circular 20. According to Circular 20, Internet information service providers shall neither collect user-related information or information which can identify users independently or in combination with other information,
nor provide the aforesaid information to others, without users approval or unless otherwise specified in the laws and regulations. In addition, Internet information service providers shall not collect any information other than those necessary
for them to provide services and shall not use users personal information for purposes other than services provided. Where advertisements or other information windows unrelated to functions of terminal software pop out at user terminals,
Internet information service providers shall, in remarkable ways, provide users with functional signs to close or exit such windows. Any violation of the aforesaid requirements, Internet information service providers may subject to warnings,
announcement to public and fines in the amount of RMB10,000 to RMB30,000 imposed by the competent telecommunications authorities.

Laws and regulations that apply to communications and commerce conducted over the Internet are becoming more prevalent in China, and may impose additional burdens on companies conducting business online
or providing Internet-related services such as us. Increased regulation could negatively affect our business directly, as well as the businesses of our customers, which could reduce their demand for our services.

Regulations on Online Cultural Services

On February 17, 2011, the Ministry of Culture promulgated the Internet Culture Administration Tentative Measures, or
the Internet Culture Measures, which became effective on April 1, 2011 and replaced the original measures promulgated in 2003 and amended in 2005. The Internet Culture Measures require ICP operators engaged in internet culture
activities to obtain an Internet cultural operating license from the provincial administration of culture. Internet culture activities includes, among other things, online dissemination of Internet cultural products (such as
audio-video products, gaming products, performances of plays or programs, works of art and cartoons) and the production, reproduction, importation, publication and broadcasting of internet cultural products. Internet cultural activities
are defined as an act of provision of Internet cultural products and related services, which includes: (i) production, duplication, importation, publishing, and broadcasting of the Internet cultural products; (ii) online dissemination
whereby cultural products are posted on the Internet or transmitted via Internet to client ends and internet-surfing service business premises, such as internet bars, such as computers, fixed line telephones, mobiles, television sets, games
machines, for online users browsing, reading, appreciation, use or downloading; and (iii) exhibition and competition of the Internet cultural products. All entities engaging in commercial Internet cultural activities must be approved by
the Ministry of Culture. Currently, BBIT obtained an Internet culture operating license from the Ministry of Culture to provide Internet cultural services.

Regulations on Internet Publishing

The General
Administration of Press and Publication and the Ministry of Industry and Information Technology jointly issued the Interim Provisions for the Administration of Internet Publishing, or the Internet Publishing Regulations, which became effective on
August 1, 2002. The Internet Publishing Regulations authorize the General Administration of Press and Publication, or GAPP, to grant approval to all entities that engage in Internet publishing. Pursuant to the Internet Publishing Regulations,
the term Internet publishing shall mean the act of online spreading of articles, whereby the Internet information service providers select, edit and process works created by themselves or others and subsequently post such works on the
Internet or transmit such works to the users end via Internet for the public to browse, read, use or download.

As an Internet content provider, BBIT releases articles to the Internet users on its websites. According to the above regulations, such acts may be deemed Internet publishing. BBIT is in the process of
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Internet publishing approval. If we are deemed to be in breach of relevant Internet publishing regulations, the PRC regulatory authorities may seize the related equipment and servers used
primarily for such activities and any revenues generated from such activities would also be confiscated. In addition, relevant PRC authorities may also impose a fine of five to ten times of any revenues exceeding RMB10,000 or a fine in the amount of
RMB10,000 to RMB50,000 if such related revenues are below RMB10,000.

Regulations on Internet News
Releasing Service

In September 2005, the State Council Information Office and the Ministry of Industry and
Information Technology jointly issued the Provisions for the Administration of Internet News Information Services, or Internet News Provision. Internet news information services shall include the publishing of news via Internet, provision of
electronic bulletin services on current and political events, and transmission of information on current and political events to the public. Under the Internet News Provision, the Internet news service providers shall also include entities that are
not established by news press but reproduce Internet news from other sources, provide electronic bulletin services on current and political events, and transmit such information to the public. The Information Office of the State Council shall be in
charge of the supervision and administration of the Internet news information services throughout China. The counterparts of the Information Office of the State Council at the provincial level shall take charge of the supervision and administration
of the Internet news information services within their own jurisdiction.

As an Internet content provider, we
release information related the automotive industry to Internet users. In the event that such activities are deemed to be Internet news releasing services, we will be required to obtain a Internet news releasing service license. However, we and our
PRC counsel have consulted the relevant government authorities and have been informed that according to our service scale, we would not be required to obtain the Internet news releasing license because we only post industry-related news produced by
others and we do ourselves not edit or compose such news.On our websites, we clearly indicate our news sources. However, if any of the Internet news posted on our website is deemed by the government to be political in nature, relate to macro
economics, or otherwise require such license based on the sole discretion of the government authority, we would need to apply for such license. If we are deemed to be in breach of the Internet News Provision or other relevant Internet news releasing
regulations, the PRC regulatory authorities may suspend the illegal activities and impose a fine exceeding RMB10,000 but not more than RMB30,000. In serious cases, the PRC regulatory authorities may even suspend the Internet service or Internet
access.

Regulations on Internet Audio-Video Programs and Radio and Television Program Production

The State Administration of Radio, Film and Television and the Ministry of Industry and Information
Technology jointly issued the Administrative Measures Regarding Internet Audio-Video Program Services, or the Internet Audio-Video Program Measures, which became effective on January 31, 2008. The Internet Audio-Video Program Measures
stipulate, among other things, that any entity that engages in the production, editing, integration, and provision to the public through the Internet, of audio-video programs, and the provision of audio-video program uploading and transmission
services, shall apply for an internet audio-video program operating license. To apply for the internet audio-video program operating license, the applicant shall be an entity wholly owned or controlled by state-owned enterprises, have sound
technical measures for security protection, and meet other conditions set forth in the Internet Audio-Video Program Measures. However, according to the application procedures announced by the State Administration of Radio, Film and Television,
non-State controlled websites which were established before promulgation of the Internet Audio-Video Program Measures and which are in compliance of the relevant PRC law may be granted with the license. BBIT has obtained an internet audio-video
program operating license.

In addition to the internet audio-video program operating license, the internet
audio-video program measures require that entities providing self-shot network play (film) services, online audio-video programs on hosting shows, interview shows and news reports and shall also obtain an operating license for the production of



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radio and television program. Further, the State Administration of Radio, Film and Television issued the Administrative Regulations on the Production and Operation of Radio and Television
Programs, effective as of August 20, 2004, which regulates, among other things, the production of special topic programs, special column programs, variety shows, automations, radio programs and television programs. An operating license for the
production of radio and television program is required for an entity that engages in the production and operation of the above mentioned programs. Foreign investments in film and television program production companies are prohibited. Foreign
investments in film and television program production projects are restricted and may only take the form of Sino-foreign cooperation. During our business operation, we also edit video clips and broadcast them online. Such activities may be deemed to
be Internet movie producing. BBIT has obtained an operating license for the production of radio and television program.

Regulations on Internet Mapping Services

Pursuant to the
PRC regulations applicable to Internet mapping services issued by the State Bureau of Surveying and Mapping, maps called and transmitted through wireless Internet belong to Internet maps. To provide Internet mapping services, the provider shall
apply for a Surveying and Mapping Qualification Certificate for Internet mapping with the competent surveying and mapping bureau. The PRC regulations also provide for certain conditions and requirements for issuing the Surveying and Mapping
Qualification Certificate, such as the minimum amount of registered capital, the number of technical personnel and map security verification personnel, security facilities, and ISO9000 certification or approval from relevant provincial or municipal
government. BBIT currently provides online traffic information inquiry services as well as Internet map marking and inquiry services that allow users to locate automobile dealers. BBIT plans to expand its business in the future to include electronic
mapping services that allow users to search driving routes and tourist spots. BBIT obtained a Surveying and Mapping Qualification Certificate for Internet mapping in January 2011.

Regulations on Foreign Investment in Telecommunications Enterprises

The PRC government imposes limitations on foreign ownership of PRC companies that engage in telecommunications-related
business. Under the Administrative Rules for Foreign Investments in Telecommunications Enterprises, a foreign investor is currently prohibited from owning more than 50% of the equity interest in a PRC subsidiary that engages value-added
telecommunications business.

The Circular on Strengthening the Administration of Foreign Investment in and
Operation of Value-added Telecommunications Business, among others, requires a foreign investor to set up a foreign-invested enterprise and obtain an operating permit in order to carry out any value-added telecommunications business in China. Under
this circular, a domestic value-added telecommunications service operator that holds a VAT license is prohibited from leasing, transferring or selling such license to foreign investors, and from providing any assistance in the form of resources,
sites or facilities to foreign investors that conduct value-added telecommunications business illegally in China. Furthermore, the relevant trademarks and domain names that are used in the value-added telecommunications business of domestic
operators must be owned by such domestic operators or their shareholders. The circular further requires each VAT license holder to have the necessary facilities for its approved business operations and to maintain such facilities in the regions
covered by its VAT license. In addition, all value-added telecommunications service operators are required to maintain network and information security in accordance with the standards set forth under relevant PRC regulations. Due to a lack of
interpretations from the regulator, it remains unclear what impact this circular would have on us.

We conduct
our businesses in China primarily through three sets of contractual arrangements. BBII has contractual arrangements with BBIT, CIG and BEAM and their respective shareholders. BBIT holds a Regional VAT license to conduct Internet information services
in Beijing and currently owns, or otherwise has the legal right to use, all the domain names in connection with our business covered by its VAT license. BBII is in the process of transferring the trademarks used on BBITs websites to BBIT,
which holds the ICP license for our Internet information services. As of the date of this annual report, most trademarks except for one have been



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transferred to BBIT. CIG holds a Regional VAT license that allows it to provide website creation and maintenance services in Beijing. CIG generally owns the necessary domain names of the websites
that CIG creates for, or maintains on behalf of, our customers, but CIG does not directly own all the trademarks used on its websites. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations.
Accordingly, there can be no assurance that the PRC regulatory authorities may not take a view that the contractual arrangements by and among BBII, BBIT, CIG, BEAM and their respective shareholders are in violation of the PRC laws and regulations.
If the PRC government finds that the contractual arrangements that establish the structure for operating our business do not comply with PRC law and regulations restricting foreign investment in the telecommunications business, we could be subject
to severe penalties.

Regulation of Advertising Content

The PRC government regulates the content of advertisements though Advertisement Law promulgated in October 27, 1994
and other similar laws and regulations in China. PRC laws and regulations prohibit, among other things, false or misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence,
discrimination or infringement of the public interest. Advertisements for anesthetic, psychotropic, toxic or radioactive drugs are not permitted. Advertisements for tobacco may not be broadcast on television. Restrictions also exist regarding the
advertisement of patented products and processes, pharmaceuticals, medical instruments, agrochemicals, foodstuff, alcohol and cosmetics. All advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary
pharmaceuticals, along with any other advertisements which are subject to censorship by administrative authorities according to relevant laws and administrative regulations, must be submitted to the relevant administrative authorities for content
approval prior to dissemination.

Advertisers, advertising agencies and advertising distributors are required
by PRC advertising laws and regulations to ensure that the content of the advertisements they prepare or distribute is true and accurate and in full compliance with applicable law. In providing advertising services, advertising operators and
advertising distributors must review the specified supporting documents provided by advertisers for advertisements and verify that the content of the advertisements complies with applicable PRC laws, rules and regulations. Prior to distributing
advertisements for items that are subject to government censorship and approval, advertising distributors must confirm that such censorship has been performed and approval has been obtained. Violation of these regulations may result in penalties,
including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the State
Administration for Industry and Commerce, or SAIC, or its local branches may revoke violators licenses or permits for their advertising business operations. Additionally, advertisers, advertising agencies or advertising distributors may be
subject to civil liability if they infringe on the legal rights and interests of third parties in the course of their advertising business.

Pursuant to the local regulations issued by Beijing Administration for Industry and Commerce, or Beijing AIC, concerning online advertising, Beijing AIC shall be the government authority in charge of the
administration of online advertising activities in Beijing. An Internet information service provider that engages in the design, production and distribution of online advertisements shall file with the Beijing AIC for the record, and include such
activities in its business license.

Limitations on Foreign Ownership in the Advertising Industry

The main regulations governing foreign ownership in the PRC advertising industry include:



| |  |  | The Catalogue for Guiding Foreign Investment in Industry (as amended in 2011);
| | - |  | ------------------------------------------------------------------------------



| |  |  | The Measures on Administration for Foreign-invested Advertising Enterprises (as amended in 2008); and
| | - |  | -----------------------------------------------------------------------------------------------------



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| |  |  | The Notice Regarding Investment in the Advertising Enterprises by Foreign Investors through Equity Acquisitions (2006).
| | - |  | -----------------------------------------------------------------------------------------------------------------------

The above regulations require that a foreign entity may invest directly in the PRC
advertising industry only if it has at least two years of direct operations in the advertising industry outside of China. Since December 10, 2005, foreign investors have been permitted to directly own a 100% interest in advertising companies in
China, but such foreign investors are required to be a company with advertising as its main business and to have at least three years of operations outside of China. PRC laws and regulations do not permit the transfer of any approvals, licenses or
permits, including business licenses containing a scope of business that permits engaging in the advertising business.

The establishment of a foreign-invested advertising enterprise, by means of either a new establishment or equity acquisition of an existing domestic advertising company, is subject to examination by the
SAIC or its branch at the provincial level and the issuance of an Opinion on the Examination and Approval of the Foreign-invested Advertising Enterprise Project. Upon obtaining such Opinion from the SAIC or its relevant branch, an approval from the
Ministry of Commerce or its competent local counterparts is required before a foreign-invested advertising enterprise may apply for its business license. In addition, if a foreign-invested advertising enterprise intends to set up any branch, it must
meet the requirements that (i) its registered capital has been fully subscribed and contributed and (ii) its annual advertising sales revenues are not less than RMB20 million.

Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents.

The Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas
Financing and Round Trip Investment via Overseas Special Purpose Vehicles, or Circular 75, issued by the State Administration of Foreign Exchange and effective on November 1, 2005, regulates the foreign exchange matters in relation to the
use of a special purpose vehicle by PRC residents to seek offshore equity financing and conduct round trip investment in China. Under Circular 75, a special purpose vehicle refers to an offshore entity established
or controlled, directly or indirectly, by PRC residents (natural persons or legal entities) for the purpose of seeking offshore equity financing using assets or interests owned by such PRC residents in onshore companies, while round trip
investment refers to the direct investment in China by the PRC residents through the special purpose vehicles, including, without limitation, establishing foreign-invested enterprises and using such foreign-invested enterprises to
purchase or control onshore assets through contractual arrangements. Circular 75 requires that, before establishing or controlling a special purpose vehicle, PRC residents are required to complete foreign exchange registration with the
local offices of the State Administration of Foreign Exchange for their overseas investments.

Circular 75
applies retroactively. PRC residents who have established or acquired control of the special purpose vehicles which have completed round-trip investment before the implementation of the Circular 75 shall register their
ownership interests or control in such special purpose vehicles with the local offices of the State Administration of Foreign Exchange before March 31, 2006. An amendment to the registration is required if there is a material change
in the special purpose vehicle, such as increase or reduction of share capital and transfer of shares. Failure to comply with the registration procedures set forth in Circular 75 may result in restrictions on the foreign exchange
activities of the relevant foreign-invested enterprises, including the payment of dividends and other distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate and the capital
inflow from the offshore parent, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations. SAFE has further issued a series of implementation guidance, including the most recent Notice of SAFE on
Printing and Distributing the Rules for the Implementation of the Operating Procedure of Foreign Exchange in Fund-Raising and Round-trip Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or Circular 19,
which has come into effect as of July 1, 2011. These regulations require PRC residents and PRC corporate entities to register with competent local branches of SAFE in connection with their direct or indirect offshore



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investment in offshore special purpose vehicles. These regulations may apply to PRC residents who are our shareholders or ultimate beneficial owners of our shares and may apply to our future
offshore acquisitions.

We conduct businesses in China primarily through contractual arrangements with BBIT,
CIG and BEAM and their respective shareholders. The shareholders of both BBIT and CIG are Bin Li and Weihai Qu. The shareholders of BEAM are Guang Chen, Jinsong Zhu, Shengde Wang, Rong Xiao, Aiping Xu, Xiaodong Hu, Xiangyu Chen and Jun Xia. Prior to
our initial public offering in 2010, all ultimate shareholders of our company who are PRC residents filed or updated their foreign exchange registrations with the Beijing Office of the State Administration of Foreign Exchange with respect to their
direct or indirect holding of shares in our company. After our initial public offering, in December 2010, all of our ultimate shareholders who are PRC residents have amended the foreign exchange registration in accordance with Circular 75 to reflect
the change of their shareholding in the Company. However, we cannot assure you that all shareholders of our company who are PRC residents will continue to take necessary actions to fully comply with Circular 75. Failure or inability of our PRC
resident shareholders to comply with the registration requirements set forth in Circular 75 may subject these PRC resident shareholders to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC
subsidiary, limit the ability of our PRC subsidiary to distribute dividends to us, make other distributions or otherwise adversely affect our business.

Regulations on Employee Stock Options Granted by Listed Companies

On February 15, 2012, SAFE promulgated the Notice on Foreign Exchange Administration of PRC Residents Participating in Share Incentive Plans of Offshore Listed Companies, or Circular 7, to replace a
previous circular. Circular 7 regulates the foreign exchange matters associated with employee stock incentive plans or similar plans permitted under applicable laws and regulations granted to PRC residents by companies whose shares are listed on
offshore stock exchanges. Pursuant to Circular 7, all PRC residents participating in share incentive plans of offshore listed companies shall, through their employers, jointly retain qualified PRC agents to register with SAFE. PRC residents for this
purpose include PRC nationals or foreign citizens who have been residing in the PRC consecutively for not less than one year, acting as directors, or employees of PRC entities affiliated with such offshore listed companies. The foreign exchange
proceeds received by PRC residents from sale of shares under share incentive plans granted by offshore listed companies must be remitted back to bank accounts located in China opened by their employers or PRC agents.

In 2006 and 2010, our board of directors adopted the 2006 Plan and the 2010 Plan, respectively, pursuant to which, we may
issue employee stock options to our qualified employees and directors on a regular basis. We have granted employee stock options and incentive shares within the scope noted in the application documents which were filed with the Beijing office of the
State Administration of Foreign Exchange at the time of our initial public offering in 2010. We have advised our employees and directors participating in the Stock Incentive Plan to handle foreign exchange matters in accordance with Circular 7.
However, we cannot assure you that our PRC individual beneficiary owners and the stock options holders who are PRC residents can successfully register with the State Administration of Foreign Exchange in full compliance with Circular 7. The failure
of our PRC individual beneficiary owners and the stock options holders to complete their registration pursuant to Circular 7 and other foreign exchange requirements may subject these PRC residents to fines and legal sanctions, and may also limit our
ability to contribute additional capital into our PRC subsidiaries, limit our PRC subsidiaries ability to distribute dividends to us or otherwise materially adversely affect our business.

Further, a notice concerning the individual income tax on earnings from employee stock options, jointly issued by the
Ministry of Finance and the State Administration of Taxation, and its implementing rules provide that domestic companies that implement employee share option programs shall (1) file the employee share option plans and other relevant documents
to the local tax authorities having jurisdiction over them before implementing such employee share option plans; (2) file share option exercise notices and other relevant documents to the local tax authorities having jurisdiction over them
before exercise by the employees of the share options, and clarify whether the shares issuable under the employee share options mentioned in the notice are the shares of publicly listed companies, and (3) withhold taxes from the PRC employees
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SPV Regulation and Overseas Listings

On August 8, 2006, six PRC regulatory agencies, including China Securities Regulatory Commission, or the CSRC,
promulgated a regulation entitled Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the SPV Regulation, which took effect on September 8, 2006 and was amended on June 22, 2009. The SPV
Regulation purports to require an offshore special purpose vehicle to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicles securities on an overseas stock exchange, and under the SPV
Regulation, special purpose vehicle is defined as an offshore company directly or indirectly controlled by PRC domestic companies or individuals for the purposes of listing the equity interests in PRC companies on overseas stock
exchanges. On September 21, 2006, the CSRC published on its official website the procedures regarding its approval of overseas listings by special purpose vehicles. The approval procedures require the filing of a number of documents and would
take several months. However, it remains unclear whether the SPV Regulation and the requirement of the CSRC approval apply. Up to the date of this annual report, the CSRC has not issued any rules or written interpretation clarifying whether
offerings like our initial public offering in November 2010 are subject to this new procedure.

Employment
Laws

We are subject to laws and regulations governing our relationship with our employees, including wage
and hour requirements, working and safety conditions, and social insurance, housing funds and other welfare. The compliance with these laws and regulations may require substantial resources.

Chinas National Labor Law, which became effective on January 1, 1995, and Chinas National Labor Contract
Law, which became effective on January 1, 2008, permit workers in both state -owned and private enterprises in China to bargain collectively. The National Labor Law and the National Labor Contract Law provide for collective
contracts to be developed through collaboration between the labor union (or worker representatives in the absence of a union) and management that specify such matters as working conditions, wage scales, and hours of work. The laws also permit
workers and employers in all types of enterprises to sign individual contracts, which are to be drawn up in accordance with the collective contract. The National Labor Contract Law has enhanced rights for the nations workers, including
permitting open-ended labor contracts and severance payments. The legislation requires employers to provide written contracts to their workers, restricts the use of temporary labor and makes it harder for employers to lay off employees. It also
requires that employees with fixed-term contracts be entitled to an indefinite-term contract after a fixed-term contract is renewed twice or the employee has worked for the employer for a consecutive ten-year period.

Regulations on Foreign Currency Exchange

Pursuant to applicable PRC regulations on foreign currency exchange, Renminbi is freely convertible only to the extent of
current account items, such as trade-related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, require the prior approval from the State Administration for
Foreign Exchange or its local branch for conversion of Renminbi into a foreign currency, such as U.S. dollars. Payments for transactions that take place within the PRC must be made in Renminbi. Domestic companies or individuals can repatriate
foreign currency payments received from abroad, or deposit these payments abroad subject to the requirement that such payments by repatriated within a certain period of time. Foreign-invested enterprises may retain foreign exchange in accounts with
designated foreign exchange banks. Foreign currencies received for current account items can be either retained or sold to financial institutions that have foreign exchange settlement or sales business without prior approval from the State
Administration for Foreign Exchange, subject to certain regulations. Foreign exchange income under capital account can be retained or sold to financial institutions that have foreign exchange settlement and sales business, with prior approval from
the State Administration for Foreign Exchange, unless otherwise provided.

In addition, another notice issued
by the State Administration for Foreign Exchange, or Circular 142, regulates the conversion by foreign-invested enterprises of foreign currency into Renminbi by restricting how the



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converted Renminbi may be used. Circular 142 requires that Renminbi converted from the foreign currency-dominated capital of a foreign-invested enterprise may only be used for purposes within the
business scope approved by the relevant government authority and may not be used to make equity investments in PRC, unless specifically provided otherwise. The State Administration for Foreign Exchange further strengthened its oversight over the
flow and use of Renminbi funds converted from the foreign currency-dominated capital of a foreign-invested enterprise. The use of such Renminbi may not be changed without approval from the State Administration for Foreign Exchange, and may not be
used to repay Renminbi loans if the proceeds of such loans have not yet been used. Any violation of Circular 142 may result in severe penalties, including substantial fines.

Regulations on Dividend Distribution

Under applicable PRC laws and regulations, foreign-invested enterprises in China may pay dividends only out of their
accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, foreign-invested enterprises in China are required to allocate at least 10% of their respective accumulated profits each year, if any,
to fund statutory reserve funds unless these reserves have reached 50% of the registered capital of the respective enterprises. Foreign-invested enterprises are also required to set aside funds for the employee bonus and welfare fund from their
after-tax profits each year at percentages determined at their sole discretion. These reserves are not distributable as cash dividends.

PRC Enterprise Income Tax Law

On March 16, 2007,
China passed a new Enterprise Income Tax Law, or the EIT Law, and its implementing rules, both of which became effective on January 1, 2008. Under the EIT Law, enterprises are classified as resident enterprises and non-resident enterprises. PRC
resident enterprises typically pay an enterprise income tax at the rate of 25% and enterprises identified as high-and-new-technology enterprises in need of key government support enjoy a preferential enterprise income tax rate of 15%. An enterprise
established outside of China with its de facto management bodies located within China is considered a resident enterprise, meaning that it can be treated in a manner similar to a Chinese domestic enterprise for enterprise
income tax purposes. The implementing rules of the EIT Law define de facto management body as a managing body that in practice exercises substantial and overall management and control over the production and operations, personnel, accounting,
and properties of the enterprise.

The SAT issued the Notice Regarding the Determination of
Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the
de facto management body of a PRC-controlled offshore incorporated enterprise is located in China, which include all of the following conditions: (a) the location where senior management members responsible for an enterprises
daily operations discharge their duties; (b) the location where financial and human resource decisions are made or approved by organizations or persons; (c) the location where the major assets and corporate documents are kept; and
(d) the location where more than half (inclusive) of all directors with voting rights or senior management have their habitual residence. In addition, the SAT issued a bulletin on July 27, 2011, effective September 1, 2011, providing
more guidance on the implementation of Circular 82. This bulletin clarifies matters including resident status determination, post-determination administration and competent tax authorities. Although both Circular 82 and the bulletin only apply to
offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in Circular 82 and the bulletin may reflect the SATs general
position on how the de facto management body test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC enterprise groups or by PRC or
foreign individuals.

Due to the short history of the EIT law and lack of applicable legal precedents, it
remains unclear how the PRC tax authorities will determine the PRC tax resident treatment of a foreign company such as us. If the PRC tax authorities determine that we are a resident enterprise for PRC enterprise income tax purposes, a
number of



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PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting
obligations; second, the EIT Law provides that dividend paid between qualified resident enterprises is exempt from enterprise income tax. However, it is unclear whether the dividends our holding companies receive from BBII will
constitute dividends between qualified resident enterprises and would therefore qualify for tax exemption, because the definition of qualified resident enterprises is unclear and the relevant PRC government authorities have not yet
issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes; third, if the competent PRC tax authorities consider dividends we pay with respect to
our ADSs or ordinary shares and the gains realized from the transfer of our ADSs or ordinary shares income derived from sources within the PRC, such dividends and gains earned by our non-PRC resident enterprise investors may be subject to PRC
enterprise income tax at a rate of 10% (or other applicable preferential tax rate if any such non-resident enterprises jurisdiction has a tax treaty with China that provides for a preferential tax rate or a tax exemption) and such dividends
and gains earned by non-PRC resident individuals may be subject to PRC individual income tax at a rate of 20% (or other applicable preferential tax rate if any such non-resident individuals jurisdiction has a tax treaty with China that
provides for a preferential tax rate or a tax exemption).

The EIT Law and the implementation rules provide
that an income tax rate of 10% will normally be applicable to dividends payable to investors that are non-resident enterprises, or non-resident investors, which (i) do not have an establishment or place of business in the PRC or
(ii) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent such dividends are derived from sources within the PRC. The State Council
of the PRC or a tax treaty between China and the jurisdictions in which the non-PRC investors reside may reduce such income tax. Pursuant to the Double Tax Avoidance Arrangement between Hong Kong and Mainland China and the Notice on Certain Issues
with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009 by the State Administration of Taxation, if the Hong Kong resident enterprise owns more than 25% of the equity interest in a company in China
within 12 months immediately prior to obtaining dividends from such company and is determined by the competent PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement between Hong Kong and
Mainland China and other applicable PRC laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise received from such company in China is reduced to 5%. If our Hong Kong subsidiary is considered as a Hong Kong resident
enterprise under the Double Tax Avoidance Arrangement and is considered as a non-resident enterprise under the EIT Law and is determined by the competent PRC tax authority to have satisfied relevant conditions and requirements, then the
dividends paid to it by BBII may be subject to the reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, if
the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax
treatment; and based on the Notice on the Comprehension and Recognition of Beneficial Owner in Tax Treaties issued on October 27, 2009 by the State Administration of Taxation, funnel companies, which are established for the purpose of evading
or reducing tax, or transferring or accumulating profits, shall not be recognized as beneficial owners and thus are not entitled to the above-mentioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement.

In January, 2009, the State Administration of Taxation promulgated the Provisional Measures for the Administration of
Withholding of Enterprise Income Tax for Non-resident Enterprises, or the Measures, pursuant to which, the entities which have the direct obligation to make the following payment to a non-resident enterprise shall be the relevant tax withholders for
such non-resident enterprise, and such payment includes: incomes from equity investment (including dividends and other return on investment), interests, rents, royalties, and incomes from assignment of property as well as other incomes subject to
enterprise income tax received by non-resident enterprises in China. Further, the Measures provides that in case of equity transfer between two non-resident enterprises which occurs outside China, the non-resident enterprise which receives the
equity transfer payment shall, by itself or engage an agent to, file tax declaration with the PRC tax authority located at place of the PRC



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company whose equity has been transferred, and the PRC company whose equity has been transferred shall assist the tax authorities to collect taxes from the relevant non-resident enterprise.

Beijing Bitauto Internet Information Company Limited, or BBII, was granted a five year tax holiday in 2007
and was eligible to enjoy the grandfathering treatments such as a two-year exemption from enterprise income tax followed by a three-year half reduction of enterprise income tax under the 2007 circular No. 39, or Circular 39. In December 2008,
BBII was designated by the Beijing Municipal Science and Technology Commission as High and New Technology Enterprise under the EIT Law and received the High and New Technology Enterprise certificate jointly issued by the Beijing
Municipal Science and Technology Commission, Beijing Finance Bureau, and Beijing State and Local Tax Bureaus.

In May 2010, the State Administration of Taxation of China, or SAT, issued a Circular on Further Clarification Concerning
the Implementation Standards of Corporate Income Tax Incentives in Grandfathering Period, or Circular 157, stating that enterprises recognized as high and new technology enterprises strongly supported by the state and eligible to enjoy
the grandfathering treatments such as a two-year exemption from enterprise income tax followed by a three-year half reduction of enterprise income tax under Circular 39, may choose the reduced tax rate of 15% applicable to high and new
technology enterprises strongly supported by the state or the tax exemption/reduction based on the tax rates in the grandfathering period as stated in Circular 39. Enterprises are not allowed the 50% reduction based on the preferential tax
rate for high and new technology enterprises strongly supported by the state of 15%. Circular 157 applies retroactively from January 1, 2008.

Circular 157 was previously determined to be applicable to BBII in prior years and therefore, the applicable income tax rate was 10% and 11% for 2009 and 2010, respectively. In 2011, it was determined
that BBII was not in scope of Circular 157 and therefore, was eligible for the 50% reduction based on the preferential tax rate for high and new technology enterprises strongly supported by the state of 15%. Therefore, the applicable income
tax rate was 7.5% for the years ended 2009, 2010 and 2011. Subsequent to 2011, BBII is entitled to enjoy a preferential tax rate of 15% as long as they maintain their qualification as High and New Technology Enterprise. In October 2011,
BBII successfully renewed its High and New Technology Enterprise status for another three years. If it fails to maintain the High and New Technology Enterprise qualification, its applicable EIT rate may increase to up to 25%,
which could have a material adverse effect on our results of operations.

Regulations on Concentration in
Merger and Acquisition Transactions

The M&A Rule established additional procedures and requirements
that could make merger and acquisition activities by foreign investors more time-consuming and complex. These rules require, among other things, that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a
foreign investor will take control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the
State Council on August 3, 2008 are triggered. According to the Implementing Rules Concerning Security Review on the Mergers and Acquisitions by Foreign Investors of Domestic Enterprises issued by the Ministry of Commerce in August 2011,
mergers and acquisitions by foreign investors involved in an industry related to national security are subject to strict review by the Ministry of Commerce. These rules also prohibit any transactions attempting to bypass such security review,
including by controlling entities through contractual arrangements. We believe that our business is not in an industry related to national security. However, we cannot preclude the possibility that the Ministry of Commerce or other government
agencies may publish interpretations contrary to our understanding or broaden the scope of such security review in the future. Although we have no current plans to make any acquisitions, we may elect to grow our business in the future in part by
directly acquiring complementary businesses in China. Complying with these requirements could affect our ability to expand our business or maintain our market share. See Risk FactorsRisks Related to Doing Business in ChinaRecently
enacted regulations in the PRC may make it more difficult for us to pursue growth through acquisitions.



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|C. | Organizational Structure
|-- | ------------------------

The following diagram illustrates our corporate structure as of the date of this annual report:



LOGO



|(1) | Bin Li and Weihai Qu hold 80% and 20% equity interest in CIG, respectively.
|--- | ---------------------------------------------------------------------------

|(2) | Bin Li and Weihai Qu hold 80% and 20% equity interest in BBIT, respectively.
|--- | ----------------------------------------------------------------------------

|(3) | Guang Chen, Jinsong Zhu, Shengde Wang, Rong Xiao, Aiping Xu, Xiaodong Hu, Xiangyu Chen and Jun Xia hold 16%, 16%, 16%, 16%, 16%, 8%, 6% and 6%
equity interest in BEAM, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Beijing Bitauto Interactive Advertising Company Limited is 75% owned by CIG and 25% owned by BBIT.
|--- | --------------------------------------------------------------------------------------------------

|(5) | Beijing You Jie Information Company Limited is 80% owned by CIG and 20% owned by BBIT.
|--- | --------------------------------------------------------------------------------------

|(6) | You Jie Wei Ye (Beijing) Culture Media Company Limited is 80% owned by CIG and 20% owned by BBIT.
|--- | -------------------------------------------------------------------------------------------------

|(7) | Beijing BitOne Technology Company Limited is 80% owned by BBIT and 20% owned by CIG.
|--- | ------------------------------------------------------------------------------------



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|D. | Property, Plants and Equipment
|-- | ------------------------------

Our headquarters are located in Beijing, China, where we lease office spaces in three office buildings with a combined area of approximately 7,259 square meters. We enter separate leases for individual
floors, group of rooms or individual rooms in these buildings. Our leases in Beijing generally have terms from one to five years and may be renewed upon expiration of the lease terms. We generally make monthly rental payments. In addition, we lease
office spaces in 57 other cities across China for our subsidiaries and branch offices.



|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

Not applicable.



|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------



|A. | Operating Results
|-- | -----------------

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included
elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth under Risk Factors and elsewhere in this annual report.

Overview

We are a leading provider of Internet content and
marketing services for Chinas fast-growing automotive industry. Our bitauto.comand taoche.comwebsites provide consumers with up-to-date new and used automobile pricing information, specifications, reviews and consumer feedback.
We also provide a broad range of marketing services to automobile dealers and automakers, such as services that enable them to list pricing and promotional information, manage their inventories, create their online showrooms and place
advertisements. We manage our businesses in three segments: (i) our bitauto.com business, which provides subscription services to new automobile dealers and advertising services to both dealers and automakers primarily through our
bitauto.com website, (ii) our taoche.com business, which provides listing services to used automobile dealers and advertising services to both dealers and automakers primarily through our taoche.com website, and (iii) our
digital marketing solutions business, which provides one-stop digital marketing solutions, primarily to automakers.

Our revenues are from the following sources:



| |  |  | new automobile dealer subscription fees from our bitauto.com business for our customized dealer subscription service packages;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | advertising fees from our bitauto.com website through selling advertisements to automakers and dealers;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | used automobile dealer listing fees from our taoche.com business;
| | - |  | -----------------------------------------------------------------



| |  |  | advertising fees from our taoche.com website through selling advertisements mainly to automakers with certified pre-owned automobile programs and
dealers;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | service fees paid for our integrated one-stop digital marketing solutions, which include website creation and maintenance, online advertising agent
services, public relations and marketing campaigns; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | performance-based rebates from our media vendors.
| | - |  | -------------------------------------------------

On May 31, 2010, we distributed certain of our SPEs that provided advertising services focusing on traditional media
forms such as radio, television, newspapers and magazines, to our shareholders. We



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discontinued these businesses because we intend to focus on our long-term growth strategy to provide Internet content and marketing services for Chinas automotive industry. The financial
results associated with these distributed entities have been presented as discontinued operations for all periods presented in this annual report. Unless otherwise indicated, all the financial and operating data discussed in this annual report
relate to our continuing operations only.

Revenues from our continuing operations were RMB293.3 million,
RMB458.1 million and RMB670.0 million (US$106.4 million) in 2009, 2010 and 2011, respectively. In 2009, revenues from our bitauto.com, taoche.com and digital marketing solutions businesses accounted for 54.3%, 4.2% and 41.5%, respectively, of our
total revenues. In 2010, revenues from our bitauto.com, taoche.com and digital marketing solutions businesses accounted for 63.5%, 4.2% and 32.3%, respectively, of our total revenues. In 2011, revenues from our bitauto.com, taoche.com and digital
marketing solutions businesses accounted for 69.2%, 4.2% and 26.6%, respectively, of our total revenues. We had a loss of RMB6.0 million, a loss of RMB1,222.0 million and a profit of RMB87.2 million (US$13.9 million) in 2009, 2010 and
2011, respectively, from our continuing operations. The losses in 2009 and 2010 were primarily attributable to the significant amounts of the charges recognized under IFRS in connection with the increase in fair value of our preference shares
resulting from our improved business outlook. Starting in 2011, we would no longer be subject to such charges since all our preference shares were automatically converted into ordinary shares upon our initial public offering in November 2010.

Factors Affecting Our Results of Operation

We believe the following factors have had, and will continue to have, a significant effect on our results of operations.

Development of Chinas automotive industry. We rely on Chinas automotive industry for
substantially all of our revenues, which we generate from providing Internet content and marketing services to automakers and dealers. We have greatly benefited from the rapid growth of Chinas automotive industry during the past few years.
Chinas automotive industry is still at an early stage of development and remains subject to many uncertainties including the general economic conditions in China and around the world, the growth of disposable household income and the
availability and cost of credit available to finance automobile purchases, taxes and other incentives or disincentives related to automobile purchases and ownership, environmental concerns and measures taken to address these concerns, and cost of
energy including gasoline price. We believe that the auto industry in China will face challenges, as government subsidies to promote auto sales are phased out and major cities such as Beijing introduce traffic control policies that will restrict new
auto purchases. Adverse changes to the development of Chinas automotive industry would likely reduce the demand for our services.

Growth in online advertising spending by Chinas automobile dealers and automakers. With the continuing growth of Internet usage in China, the Internet has become an increasingly
important marketing and advertising channel to Chinas automotive industry. We believe we will continue to benefit from the growth in online advertising spending by automotive dealers and automakers in China.

Market penetration of our bitauto.com business. Revenues from our bitauto.com business are directly affected
by the number of new automobile dealers using our subscription services and the amount of advertisements placed by dealers and automakers on our bitauto.comwebsite. Our business and results of operations will depend significantly on our
ability to grow our dealer customer base, including expanding our services into new geographic areas and providing additional services to our existing dealer customers. In addition, the content offerings and the attractiveness of our consumer-facing
websites may significantly impact the traffic of automotive consumers to our bitauto.comwebsite, which in turn would affect automotive advertisers spending on our bitauto.com website. Finally, we believe our automotive
contents broad consumer reach achieved through our own automotive vertical websites and our partner websites is also a factor considered by our automobile dealer customers when choosing our subscription services.



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Development of Chinas used automobile market. Revenues
from our taoche.com business currently constitute a small portion of our total revenues. We believe our taoche.com business would benefit from the growth of Chinas used automobile market. A number of automakers in China have started to promote
their certified pre-owned automobiles and have been allocating more of their advertising budgets to establish their certified pre-owned automobile brands. Most of these automakers have been placing advertisements on our taoche.com website,
which contributes to a majority of our revenues from our taoche.com business. The operating results of our taoche.com business depend greatly on the continuing advertising spending on our taoche.com website by the existing and new automakers
that have certified pre-owned automobile brands. Currently, used automobile listing fees from automobile dealers only constitute a small portion of the revenues from our taoche.com business. In the long term, we expect that the used automobile
listing fees will gradually become subscription-based service fees as we intend to enhance our service offering to used automobile dealers when Chinas used automobile market becomes more mature.

Expansion of customer base for our digital marketing solutions business. We have a limited number of
automaker customers for our digital marketing solutions business. In 2009, 2010 and 2011, revenues from our top three automaker customers accounted for approximately 28.9%, 23.5% and 18.1%, respectively, of our revenues from our digital marketing
solutions business. In particular, our largest automaker customer accounted for 21.4%, 16.3% and 10.2% of our revenues from our digital marketing solutions business in 2009, 2010 and 2011 respectively. We anticipate that a small number of automakers
will continue to represent a significant percentage of revenues for our digital marketing solutions business in the near future. The amount of advertising spending by these automaker customers, the addition of new automaker customers and/or the loss
of any existing automaker customers will each have a direct impact on the revenues of our digital marketing solutions business and our total revenues.

Key Components of Results of Operations

Revenues

The following table sets forth our revenues derived from each of our business segments, both in an absolute amount and as
a percentage of total revenues from our continuing operations, for the periods presented.



|                                     |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 
|------------------------------------ |  | ---------------------------------- | ------- |  | ---- |  | ----- | ---- |  |  | ------- |  |  | --- | ----- |  | --- |  | ------- | - |  |  | ------- |  |  |  | ----- | 
|                                     |  | For the Year Ended December 31,    |        
|                                     |  | 2009                               |         |  | 2010 |  |       | 2011 | 
|                                     |  | RMB                                |         |  | %    |  |       | RMB  |  |  | %       |  |  | RMB |       |  | US$ |  |         | % | 
|                                     |  | (In thousands, except percentages) |        
|bitauto.com business                 |  |                                    | 159,288 |  |      |  | 54.3  |      |  |  | 291,128 |  |  |     | 63.5  |  |     |  | 463,297 |   |  |  | 73,611  |  |  |  | 69.2  | 
|taoche.com business                  |  |                                    | 12,224  |  |      |  | 4.2   |      |  |  | 19,013  |  |  |     | 4.2   |  |     |  | 28,143  |   |  |  | 4,471   |  |  |  | 4.2   | 
|Digital marketing solutions business |  |                                    | 121,801 |  |      |  | 41.5  |      |  |  | 147,964 |  |  |     | 32.3  |  |     |  | 178,514 |   |  |  | 28,363  |  |  |  | 26.6  | 
|                                     |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 
|Total revenues                       |  |                                    | 293,313 |  |      |  | 100.0 |      |  |  | 458,105 |  |  |     | 100.0 |  |     |  | 669,954 |   |  |  | 106,445 |  |  |  | 100.0 | 
|                                     |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 

Our bitauto.com business

Revenues from our bitauto.com business accounted for 54.3%, 63.5% and 69.2% of our total revenues in 2009, 2010 and 2011. We generate revenues through our bitauto.comwebsite, which partners with
other websites, by providing dealer subscription services to new automobile dealers and advertising services to dealers and automakers. We provide our new automobile dealer subscription services through our proprietary Easypass platform, which
enables our customers to manage their online marketing efforts via a web browser-based interface developed by us while we maintain the core software and databases.

We generate revenues from new automobile dealer subscription services by charging Easypass subscribers a subscription
fee. We had 1,965, 3,512 and 6,302 Easypass subscribers in 2009, 2010 and 2011, respectively. Our revenues from new automobile dealer subscription services were RMB50.7 million, RMB87.3 million and



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RMB158.8 million (US$25.2 million) in 2009, 2010 and 2011, respectively, representing 17.3%, 19.0% and 23.8% of our total revenues in the respective periods.

We generate advertising revenues from our bitauto.comwebsite through selling advertisements to automakers and
dealers. We provide text-based, banner, video and rich media advertisements on our bitauto.comwebsite. Historically, advertising revenues from our bitauto.comwebsite were mainly from automobile dealers. Advertising spending from
automakers has grown to become another major source of our advertising revenues as we attract more automotive consumers to the bitauto.comwebsite. Of the approximately 82 automakers in China with independent sales networks and marketing
capabilities and annual sales volume of over 5,000 automobiles, consisting of international and Chinese automobile manufacturers and their joint ventures, 63 placed advertisements on our bitauto.comwebsite in 2011. With increasing Internet
usage in China, we expect that automakers and automobile dealers online advertising spending will continue to grow and our bitauto.comwebsite will continue to benefit from such growth. Our revenues from advertising services on our
bitauto.com website were RMB108.6 million, RMB203.8 million and RMB304.5 million (US$48.4 million) in 2009, 2010 and 2011, respectively, representing 37.0%, 44.5% and 45.4% of our total revenues in the respective
periods.

Our taoche.com business

Revenues from our taoche.com business accounted for 4.2%, 4.2% and 4.2% of our total revenues in 2009, 2010 and 2011. We generate revenues from our taoche.com website by providing listing services
to used automobile dealers through our proprietary Transtar platform and providing advertising services to automobile dealers and automakers. Similar to our Easypass service platform, Transtar is a service platform through which we provide our
service modules specifically developed for our used automobile dealer customers. Dealers pay fees each time they use our Transtar listing services. Our revenues from used automobile listing services were RMB0.9 million, RMB4.4 million and
RMB7.8 million (US$1.2 million) in 2009, 2010 and 2011, respectively. Our taoche.comwebsite also generates advertising revenues through selling advertisements, including text-based, banner and rich media advertisements to used
automobile dealers and automakers with certified pre-owned automobile programs. Most of Chinas automakers with certified pre-owned automobile programs, as well as a significant number of used automobile dealerships, have been placing
advertisements on our taoche.comwebsite. Our revenues from advertising services on our taoche.com website were RMB11.3 million, RMB14.6 million and RMB20.3 million (US$3.2 million) in 2009, 2010 and 2011, respectively,
representing 3.9%, 3.2% and 3.0% of our total revenues in the respective periods.

We expect that Chinas
used automobile market will continue to grow and the number of used automobiles listed on our taoche.comwebsite for sale and the number of customers of our used automobile listing services will likewise increase. A number of automakers in
China have started to promote their certified pre-owned automobiles and have been allocating more of their advertising budgets to establish their certified pre-owned automobile brands. We believe our taoche.com business could benefit from the growth
of Chinas used automobile market.

Our digital marketing solutions business

Revenues from our digital marketing solutions business accounted for 41.5%, 32.3% and 26.6% of our total revenues in 2009,
2010 and 2011, respectively. We derive our revenues from the service fees paid by our customers, principally automakers, for the digital marketing solutions we provide, which include website creation and maintenance, online public relations, online
marketing campaigns and advertising agent services. In addition, we receive performance-based rebates from media vendors for our online advertising agent services, which are usually a percentage of the purchase price for qualifying advertising space
purchased by our customers.

Cost of Revenues

Cost of revenues for our bitauto.com and taoche.com businesses mainly includes fees paid to our partner websites to
distribute our dealer customers automobile pricing and promotional information, bandwidth leasing



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fees, salaries and benefits for employees directly involved in revenue generation activities, equipment depreciation and business taxes. Cost of revenues for our digital marketing solutions
business mainly includes salaries and benefits for employees directly involved in revenue generation activities, bandwidth leasing fees and business taxes.

The following table sets forth our cost of revenues for continuing operations in each of our business segments, both as an absolute amount and as a percentage of total revenues, for the periods indicated.



|                                     |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 
|------------------------------------ |  | ---------------------------------- | ------- |  | ---- |  | ----- | ---- |  |  | ------- |  |  | --- | ----- |  | --- |  | ------- | - |  |  | ------- |  |  |  | ----- | 
|                                     |  | For the Year Ended December 31,    |        
|                                     |  | 2009                               |         |  | 2010 |  |       | 2011 | 
|                                     |  | RMB                                |         |  | %    |  |       | RMB  |  |  | %       |  |  | RMB |       |  | US$ |  |         | % | 
|                                     |  | (In thousands, except percentages) |        
|Total revenues                       |  |                                    | 293,313 |  |      |  | 100.0 |      |  |  | 458,105 |  |  |     | 100.0 |  |     |  | 669,954 |   |  |  | 106,445 |  |  |  | 100.0 | 
|                                     |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 
|Cost of revenues:                    |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 
|bitauto.com business                 |  |                                    | 57,734  |  |      |  | 19.7  |      |  |  | 79,792  |  |  |     | 17.5  |  |     |  | 104,337 |   |  |  | 16,578  |  |  |  | 15.6  | 
|taoche.com business                  |  |                                    | 16,717  |  |      |  | 5.7   |      |  |  | 27,475  |  |  |     | 6.0   |  |     |  | 37,600  |   |  |  | 5,974   |  |  |  | 5.6   | 
|Digital marketing solutions business |  |                                    | 31,295  |  |      |  | 10.7  |      |  |  | 41,434  |  |  |     | 9.0   |  |     |  | 71,833  |   |  |  | 11,413  |  |  |  | 10.7  | 
|                                     |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 
|Total cost of revenues               |  |                                    | 105,746 |  |      |  | 36.1  |      |  |  | 148,701 |  |  |     | 32.5  |  |     |  | 213,770 |   |  |  | 33,965  |  |  |  | 31.9  | 
|                                     |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 

Selling and Administrative Expenses

Our selling and administrative expenses primarily consist of the following:



| |  |  | salaries and benefits for the sales and marketing personnel and administrative personnel;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | marketing expenses we incurred to promote our brand image through various events such as automotive exhibitions and industry forums;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | office expenses for our daily operations, and traveling and communication expenses;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | operating lease expenses for our headquarters in Beijing and office space in various other cities;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | share-based payments mainly arising from the 2006 Plan and the 2010 Plan;
| | - |  | -------------------------------------------------------------------------



| |  |  | provision for bad debts;
| | - |  | ------------------------



| |  |  | depreciation and amortization; and
| | - |  | ----------------------------------



| |  |  | others that include stamp duties, professional fees, training fees and delivery costs.
| | - |  | --------------------------------------------------------------------------------------



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The following table sets forth our selling and administrative expenses for
continuing operations, both as an absolute amount and as a percentage of total revenues for the periods indicated.



|                                          |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 
|----------------------------------------- |  | ---------------------------------- | ------- |  | ---- |  | ----- | ---- |  |  | ------- |  |  | --- | ----- |  | --- |  | ------- | - |  |  | ------- |  |  |  | ----- | 
|                                          |  | For the Year Ended December 31,    |        
|                                          |  | 2009                               |         |  | 2010 |  |       | 2011 | 
|                                          |  | RMB                                |         |  | %    |  |       | RMB  |  |  | %       |  |  | RMB |       |  | US$ |  |         | % | 
|                                          |  | (In thousands, except percentages) |        
|Total revenues                            |  |                                    | 293,313 |  |      |  | 100.0 |      |  |  | 458,105 |  |  |     | 100.0 |  |     |  | 669,954 |   |  |  | 106,445 |  |  |  | 100.0 | 
|                                          |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 
|Selling and administrative expenses:      |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 
|Salaries and benefits                     |  |                                    | 49,290  |  |      |  | 16.8  |      |  |  | 83,463  |  |  |     | 18.2  |  |     |  | 128,185 |   |  |  | 20,367  |  |  |  | 19.1  | 
|Marketing expenses                        |  |                                    | 47,090  |  |      |  | 16.1  |      |  |  | 73,157  |  |  |     | 16.0  |  |     |  | 129,680 |   |  |  | 20,604  |  |  |  | 19.4  | 
|Office expenses                           |  |                                    | 11,072  |  |      |  | 3.8   |      |  |  | 18,988  |  |  |     | 4.1   |  |     |  | 29,925  |   |  |  | 4,755   |  |  |  | 4.5   | 
|Operating lease expenses                  |  |                                    | 9,065   |  |      |  | 3.1   |      |  |  | 17,478  |  |  |     | 3.8   |  |     |  | 18,312  |   |  |  | 2,909   |  |  |  | 2.7   | 
|Share-based payment                       |  |                                    | 292     |  |      |  | 0.1   |      |  |  | 7,510   |  |  |     | 1.6   |  |     |  | 18,717  |   |  |  | 2,974   |  |  |  | 2.8   | 
|Provision for bad debts                   |  |                                    | 1,649   |  |      |  | 0.6   |      |  |  | 635     |  |  |     | 0.1   |  |     |  | 2,087   |   |  |  | 332     |  |  |  | 0.3   | 
|Depreciation and amortization             |  |                                    | 2,920   |  |      |  | 1.0   |      |  |  | 6,322   |  |  |     | 1.4   |  |     |  | 12,167  |   |  |  | 1,933   |  |  |  | 1.8   | 
|Others                                    |  |                                    | 3,890   |  |      |  | 1.3   |      |  |  | 4,449   |  |  |     | 1.0   |  |     |  | 8,661   |   |  |  | 1,375   |  |  |  | 1.3   | 
|                                          |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 
|Total selling and administrative expenses |  |                                    | 125,268 |  |      |  | 42.8  |      |  |  | 212,002 |  |  |     | 46.2  |  |     |  | 347,734 |   |  |  | 55,249  |  |  |  | 51.9  | 
|                                          |  |                                    |         |  |      |  |       |      |  |  |         |  |  |     |       |  |     |  |         |   |  |  |         |  |  |  |       | 

Product Development Expenses

Our product development expenses mainly include the salaries and benefits for our product development employees. Our
product development expenses were RMB17.1 million, RMB29.8 million and RMB36.6 million (US$5.8 million) in 2009, 2010 and 2011, respectively, representing 5.8%, 6.5% and 5.5% of our total revenues in the respective periods.

Changes in Fair Value of the Derivative Component of Convertible Preference Shares and Fair Value of Convertible
Promissory Notes

Our convertible preference shares are classified as a liability under IFRS and are
marked-to-market for the applicable periods. The liability in connection with our Series A, B and C convertible preference shares was separated into two components: a derivative component consisting of the conversion option and a straight debt
component, which is the residual value of the proceeds of the convertible preference shares after deducting the fair value of the derivative component and transaction costs. The conversion options of Series A, B and C convertible preference
shares and the Series D-1 and D-2 convertible preference shares were carried at fair value on the consolidated statement of financial position. Increase in the fair value was recognized as a loss in the period when the increase occurred because
it resulted in a higher carried liability. Decrease in the fair value was recognized as a profit because it resulted in a lower carried liability.



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There were significant changes in the fair value of our convertible
preference shares and convertible promissory notes, which directly affected our results of operations. On November 17, 2010, we completed our initial public offering. Upon completion of our initial public offering, the Series A, B, C, D-1 and D-2
convertible preference shares were automatically converted into our ordinary shares. For assumptions and methodologies used in the valuation of the fair values of these convertible securities, see Critical Accounting PoliciesFair
values of convertible preference shares and convertible promissory notes. The following table sets forth the balance of the fair value of the derivative component of our Series A, B and C convertible preference shares, the fair value of
our Series D-1 and D-2 convertible preference shares and the fair value of our convertible promissory notes, as well as changes of these fair values.



|                                                                                                          |  |                                |         |   |      |  |            |  
|--------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- |  | ---------- | -
|                                                                                                          |  | For the Year Ended December 31 |        
|                                                                                                          |  | 2009                           |         |   | 2010 | 
|                                                                                                          |  | RMB                            |         |   | RMB  | 
|                                                                                                          |  | (In thousands)                 |        
|Derivative component of Series A, B and C convertible preferences shares:                                 |  |                                |         |   |      |  |            |  
|Opening balance                                                                                           |  |                                | 180,338 |   |      |  | 186,601    |  
|Changes in fair value of derivative component of convertible preference shares recorded in profit or loss |  |                                | 6,437   |   |      |  | 1,004,876  |  
|Automatically converted to ordinary shares on November 17, 2010                                           |  |                                |        |   |      |  | (1,168,693 | )
|Foreign exchange reserve                                                                                  |  |                                | (174    | ) |      |  | (22,784    | )
|                                                                                                          |  |                                |         |   |      |  |            |  
|Closing balance                                                                                           |  |                                | 186,601 |   |      |  |           |  
|                                                                                                          |  |                                |         |   |      |  |            |  
|                                                                                                          |  |                               
|Series D-1 and D-2 convertible preference shares at fair value:                                           |  |                                |         |   |      |  |            |  
|Opening balance                                                                                           |  |                                |        |   |      |  | 150,809    |  
|Series D-1 and D-2 shares issued on July 8, 2009 and July 20, 2009, respectively                          |  |                                | 124,054 |   |      |  |           |  
|Changes in fair value of Series D-1 and D-2 convertible preference shares                                 |  |                                | 26,868  |   |      |  | 265,826    |  
|Automatically converted to ordinary shares on November 17, 2010                                           |  |                                |        |   |      |  | (407,945   | )
|Foreign exchange reserve                                                                                  |  |                                | (113    | ) |      |  | (8,690     | )
|                                                                                                          |  |                                |         |   |      |  |            |  
|Closing balance                                                                                           |  |                                | 150,809 |   |      |  |           |  
|                                                                                                          |  |                                |         |   |      |  |            |  
|                                                                                                          |  |                               
|Convertible promissory notes:                                                                             |  |                                |         |   |      |  |            |  
|Opening balance                                                                                           |  |                                | 42,744  |   |      |  |           |  
|Convertible promissory notes issued during the year                                                       |  |                                |        |   |      |  |           |  
|Changes in fair value recorded in profit or loss                                                          |  |                                | (680    | ) |      |  |           |  
|Converted to Series D-2 convertible preference shares on July 20, 2009                                    |  |                                | (42,064 | ) |      |  |           |  
|                                                                                                          |  |                                |         |   |      |  |            |  
|Closing balance                                                                                           |  |                                |        |   |      |  |           |  
|                                                                                                          |  |                                |         |   |      |  |            |  

For more information on the issuance of our preference shares, see Item 7. Major
Shareholders and Related Party TransactionsB. Related Party Transactions.

Finance costs on convertible
preference shares

Our finance costs on convertible preference shares include the amortized interest
expense in connection with the straight debt component of our preference shares calculated using the effective interest rate and the issuance cost for these preference shares. Our amortized interest expense was RMB10.8 million and RMB9.4 million in
2009 and 2010, respectively. We incurred issuance costs of RMB4.1 million in 2009 in connection with the issuance of our preference shares. Upon completion of our initial public offering on November 17, 2010, the Series A, B, C, D-1 and D-2
convertible preference shares were automatically converted into our ordinary shares.



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Taxation

We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income or
capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.

Our subsidiary Bitauto Hong Kong Limited did not have assessable profits that were earned in or derived from Hong Kong
during the years ended December 31, 2009, 2010 and 2011. Accordingly, we did not pay Hong Kong profit tax during these periods.

On March 16, 2007, China passed a new Enterprise Income Tax Law, or the EIT Law, and its implementing rules, both of which became effective on January 1, 2008. Under the EIT Law, enterprises are
classified as resident enterprises and non-resident enterprises. PRC resident enterprises typically pay an enterprise income tax at the rate of 25% and enterprises identified as high-and-new-technology enterprises in need of key government support
enjoy a preferential enterprise income tax rate of 15%. An enterprise established outside of China with its de facto management body located within China is considered a resident enterprise, meaning that it can be treated in
a manner similar to a Chinese domestic enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define de facto management body as a managing body that in practice exercises substantial and overall management and
control over the production and operations, personnel, accounting, and properties of the enterprise. Further, the EIT Law and the implementation rules provide that an income tax rate of 10% may be applicable to China-sourced income of foreign
enterprises, such as dividends paid by a PRC subsidiary to its overseas parent that is not a PRC resident enterprise, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business
in the PRC but the relevant income is not effectively connected with the establishment or place of business, unless there are applicable treaties that reduce such rate. Under a special arrangement between China and Hong Kong, such dividend
withholding tax rate is reduced to 5% if a Hong Kong resident enterprise owns more than 25% of the equity interest in the PRC company distributing the dividends and is determined by the competent PRC tax authority to have satisfied other conditions
and requirements under the Double Tax Avoidance Arrangement between Hong Kong and Mainland China and other applicable PRC laws.

The SAT issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on
April 22, 2009. Circular 82 provides certain specific criteria for determining whether the de facto management body of a PRC-controlled offshore incorporated enterprise is located in China, which include all of the following
conditions: (a) the location where senior management members responsible for an enterprises daily operations discharge their duties; (b) the location where financial and human resource decisions are made or approved by organizations
or persons; (c) the location where the major assets and corporate documents are kept; and (d) the location where more than half (inclusive) of all directors with voting rights or senior management have their habitual residence. In
addition, the SAT issued a bulletin on July 27, 2011, effective September 1, 2011, providing more guidance on the implementation of Circular 82. This bulletin clarifies matters including resident status determination, post-determination
administration and competent tax authorities. Although both Circular 82 and the bulletin only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the
determining criteria set forth in Circular 82 and the bulletin may reflect the SATs general position on how the de facto management body test should be applied in determining the tax resident status of offshore enterprises,
regardless of whether they are controlled by PRC enterprises or PRC enterprise groups or by PRC or foreign individuals.

Due to the short history of the EIT law and lack of applicable legal precedents, it remains unclear how the PRC tax authorities will determine the PRC tax resident treatment of a foreign company such as
us. If the PRC tax authorities determine that we are a resident enterprise for PRC enterprise income tax purposes, a number of PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on
our worldwide taxable income as well as PRC enterprise income tax reporting obligations; second, the EIT Law provides that dividend paid between qualified resident enterprises is exempt from enterprise income tax.



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However, it is unclear whether the dividends our holding companies receive from BBII will constitute dividends between qualified resident enterprises and would therefore qualify for
tax exemption, because the definition of qualified resident enterprises is unclear and the relevant PRC government authorities have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as
resident enterprises for PRC enterprise income tax purposes; third, if the competent PRC tax authorities consider dividends we pay with respect to our ADSs or ordinary shares and the gains realized from the transfer of our ADSs or ordinary shares
income derived from sources within the PRC, such dividends and gains earned by our non-PRC resident enterprise investors may be subject to PRC enterprise income tax at a rate of 10% (or other applicable preferential tax rate if any such non-resident
enterprises jurisdiction has a tax treaty with China that provides for a preferential tax rate or a tax exemption) and such dividends and gains earned by non-PRC resident individuals may be subject to PRC individual income tax at a rate of 20%
(or other applicable preferential tax rate if any such non-resident individuals jurisdiction has a tax treaty with China that provides for a preferential tax rate or a tax exemption).

BBII was granted a five year tax holiday in 2007 and was eligible to enjoy the grandfathering treatments such as a
two-year exemption from enterprise income tax followed by a three-year half reduction of enterprise income tax under the 2007 circular No. 39, or Circular 39. In December 2008, BBII was designated by the Beijing Municipal Science and Technology
Commission as High and New Technology Enterprise under the EIT Law and received the High and New Technology Enterprise certificate jointly issued by the Beijing Municipal Science and Technology Commission, Beijing Finance Bureau, and
Beijing State and Local Tax Bureaus.

In May 2010, the State Administration of Taxation of China, or SAT,
issued a Circular on Further Clarification Concerning the Implementation Standards of Corporate Income Tax Incentives in Grandfathering Period, or Circular 157, stating that enterprises recognized as high and new technology enterprises
strongly supported by the state and eligible to enjoy the grandfathering treatments such as a two-year exemption from enterprise income tax followed by a three-year half reduction of enterprise income tax under Circular 39, may choose the
reduced tax rate of 15% applicable to high and new technology enterprises strongly supported by the state or the tax exemption/reduction based on the tax rates in the grandfathering period as stated in Circular 39. Enterprises are not
allowed the 50% reduction based on the preferential tax rate for high and new technology enterprises strongly supported by the state of 15%. Circular 157 applies retroactively from January 1, 2008.

Circular 157 was previously determined to be applicable to BBII in prior years and therefore, the applicable income tax
rate was 10% and 11% for 2009 and 2010, respectively. In 2011, it was determined that BBII was not in scope of Circular 157 and therefore, was eligible for the 50% reduction based on the preferential tax rate for high and new technology
enterprises strongly supported by the state of 15%. Therefore, the applicable income tax rate was 7.5% for the years ended 2009, 2010 and 2011. Subsequent to 2011, BBII is entitled to enjoy a preferential tax rate of 15% as long as they
maintain their qualification as High and New Technology Enterprise. In October 2011, BBII successfully renewed its High and New Technology Enterprise status for another three years. If it fails to maintain the High and
New Technology Enterprise qualification, its applicable EIT rate may increase to up to 25%.

For more
information on PRC tax regulations, see Item 10. Additional InformationE. Taxation.

Foreign Currency
Exchange Difference

Our presentation currency is Renminbi. The functional currency of our holding company,
Bitauto Holdings Limited, and our wholly owned subsidiary, Bitauto Hong Kong Limited, is the U.S. dollar, while the functional currency of our PRC subsidiary and consolidated SPEs is the Renminbi. We recognize exchange differences arising on
the currency translation in other comprehensive income when we consolidate our holding company, wholly-owned Hong Kong subsidiary and our PRC subsidiary and SPEs.



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Critical Accounting Policies

We prepare our financial statements in accordance with IFRS, as issued by the IASB, which requires us to make significant
judgments, estimates and assumptions that effect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the end of each reporting period, and (iii) the reported amounts of revenues
and expenses during each reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under
the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

Some of our accounting policies require higher degrees of judgment than others in their application. When reviewing our consolidated financial statements, you should consider (i) our selection of
critical accounting policies, (ii) the judgment and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions. We consider the policies discussed
below to be critical to an understanding of our consolidated financial statements as their application place significant demands on the judgment of our management. The following descriptions of our critical accounting policies, judgments and
estimates should be read in conjunction with our consolidated financial statements, the risks and uncertainties described under Risk Factors and other disclosures included in this annual report.

Revenue Recognition

Consistent with the criteria of IAS 18, Revenue, we recognize revenues to the extent that it is probable that the revenues can be reliably measured and economic benefits will flow to us. We assess
our revenue arrangements against specific criteria in order to determine if we are acting as principal or agent. We enter into transactions that may include website design, set-up, and maintenance services. The commercial effect of each separately
identifiable component of the transaction is evaluated in order to reflect the substance of the transaction. The consideration from these transactions is allocated to each separately identifiable component based on the relative fair value of each
component. We determine the fair value of each component based on the selling price of the component if sold separately by us. The consideration allocated to each component is recognized as revenue when the revenue recognition criteria for that
component have been met. The following is a description of revenue recognition criteria for each of our services provided:

New automobile dealer subscription services. We provide dealer subscription services to new automobile dealers in China to help them effectively market their inventories to relevant consumers.
The subscription services include dealer listing, virtual call center through toll-free numbers that we provide, advertisement creation and placement and online showroom setup. The revenues from dealer subscription fees are recognized on a
straight-line basis over the subscription period, which generally ranges from several months to one year. Revenues from new automobile dealer subscription services are reported at a gross amount.

Used automobile listing services. We provide automobile listing services to used automobile dealers in China
to help them effectively market their inventories to relevant consumers. These services include dealer listing, virtual call center through toll-free numbers provided by us, and online showroom setup. The revenues from used automobile listing
services are recognized on a straight-line basis over the listing period. Revenues from used automobile listing services are reported at a gross amount.

Advertising services. Revenues from advertising activities are recognized when the advertisements are published over the stated display period on our bitauto.comor taoche.comwebsites and when the collectability is reasonably assured. We also conduct online marketing campaigns for our customers through market research of the target audience group, identifying effective online media, creating and strategically
publishing campaign materials on multiple online media to help our customers to achieve their goals. These services are usually provided at a fixed price and completed within a short period of time. We recognize revenues from organizing such
activities when the services have been rendered and the collectability is reasonably assured. In addition, we



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provide website development and maintenance services to automakers and automobile dealers, which are generally completed within a year. Revenues from development services are recognized when the
services have been rendered and the collectability is reasonably assured. Revenues for maintenance services are recognized ratably over the contract period. Revenues from advertising activities are reported at a gross amount.

Advertising agent services. Our advertising agent revenues are derived from fees received for assisting
customers in placing advertisements on media vendor websites. The net fees are recognized when the advertisements are published and when the collectability is reasonably assured. We also receive performance-based rebates from the media vendors,
equal to a percentage of the purchase price for qualifying advertising space purchased and utilized by the customers we represent. Revenues are recognized when the amounts of these performance-based rebates are probable and can be reasonably
estimated.

Fair Value of Financial Instruments

Financial instruments include cash and cash equivalents, trade receivables, bill receivables, other receivables, trade
payables, other payables, and interest bearing borrowing. The fair values of these financial instruments approximate their carrying amounts largely due to the short-term maturity of these instruments.

Share-based Payments

Our share-based payment transactions with employees are measured based on the fair value of the equity instrument on the grant date. When we grant an award that vests in installments, or applies graded
vesting, each installment or vesting tranche is treated as a separate award.

The cost of equity-settled
transactions with employees is recognized, together with a corresponding increase in equity, as employee equity benefit reserve, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for
equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and our best estimate of the number of equity instruments that will ultimately vest. The expense or credit
recognized in profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.

No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting
irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance conditions are satisfied.

Where the terms of an equity-settled transaction are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An
additional expense is recognized for any modification that increases the total fair value of the share-based payment transactions, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense
not yet recognized for the award is recognized immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they
were a modification of the original award, as described in the previous paragraph. All cancellations of equity-settled transaction awards are treated equally.

On December 31, 2006, we adopted the 2006 Plan under which we have reserved 1,028,512.5 ordinary shares for employees. We granted options to purchase 750,000 ordinary shares at an exercise
price of US$0.40 per share to our employees on that date. Pursuant to the 2006 Plan, the first 33% of the options granted would vest 12 months after the grant date, the second 33% of the options would vest 24 months after the grant
date, and the remaining 34% of the options would vest 36 months after the grant date, provided that the employee



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remained in service during these periods. There was no performance requirement for any options to be vested. Options granted typically expire 10 years from relevant vesting date. Options can only
be exercised without cash settlement alternatives.

On February 8, 2010, we implemented the 2010 Plan
under which we have reserved 3,089,887.5 ordinary shares for our employees. We granted options to purchase 2,397,500 ordinary shares at an exercise price of US$3.20 per share to our employees on that date. Pursuant to the 2010 Plan, the first
25% of the options would vest 12 months after the grant date, the second 25% of the options would vest 24 months after the grant date, the third 25% of the options would vest 36 months after the grant date and the remaining 25% of the
options would vest 48 months after the grant date, on the condition that employees remain in service without any performance requirements. Options granted typically expire in 10 years from the grant date and there are no cash settlement
alternatives.

On December 28, 2010, we granted options to purchase 278,512.5 ordinary shares under the
2006 Plan and options to purchase 589,487.5 ordinary shares under the 2010 Plan, at an exercise price of US$10.20 per share respectively, to designated employees and consultants on that date. Pursuant to the Plans, the options have graded
vesting terms and vest in equal tranches from the grant date over three or four years on the condition that employees remain in service without any performance requirements. Options granted typically expire in 10 years from the vesting date and
there are no cash settlement alternatives.

As of March 31, 2012, options related to 723,512.5 shares
granted under the 2006 Plan with an aggregate fair value of US$1.7 million were outstanding, of which options related to 526,127 shares have been fully vested. Options related to 1,900,112.5 shares granted under the 2010 Plan with an aggregate
fair value of US$5.0 million were outstanding, of which options related to 842,371 shares have been fully vested. Options related to 1,154,375 shares have been forfeited as a result of certain employees terminating their services with us.

Fair value of equity

In determining the grant date fair value of our ordinary shares for purposes of recording share-based compensation in connection with employee stock options granted before our initial public offering, we,
with the assistance of independent appraisers, performed retrospective valuation instead of contemporaneous valuation because, at the time of the valuation dates, our financial and limited human resources were principally focused on business
development and marketing efforts. This approach is consistent with the guidance prescribed by the AICPA Audit and Accounting Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid.
Specifically, the Level B recommendation in paragraph 16 of the Practice Aid sets forth the preferred types of valuation that should be used.

We and our appraisers evaluated the use of three generally accepted valuation approaches: market, cost and income
approaches to estimate our enterprise value. We and our appraisers considered the market and cost approaches as inappropriate for valuing our ordinary shares because no comparable market transaction could be found for the market valuation approach
and the cost approach does not directly incorporate information about the economic benefits contributed by our business operations. Consequently, we and our appraisers relied solely on the income approach in determining the fair value of our
ordinary shares. This method eliminates the discrepancy in the time value of money by using a discount rate to reflect all business risks including intrinsic and extrinsic uncertainties in relation to our company. Accordingly, we, with the
assistance of the independent appraisers, used the income approach to estimate the enterprise value at each date on which options were granted. We applied the methodologies consistently for all valuation dates.

The income approach involves applying discounted cash flow analysis based on our projected cash flow using
managements best estimate as of the valuation dates. Estimating future cash flow requires us to analyze projected revenue growth, gross margins, effective tax rates, capital expenditures and working capital requirements. Our projected revenues
were based on expected annual growth rates derived from a combination of



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our historical experience and the general trend in Chinas automotive industry. The revenue and cost assumptions we used are consistent with our long-range business plan and market
conditions in the online marketing and advertising industry. We also have to make complex and subjective judgments regarding our unique business risks, the liquidity of our shares and our limited operating history and future prospects at the time of
grant or re-measurement. Other assumptions we used in deriving the fair value of our equity include:



| |  |  | no material changes will occur in the applicable future periods in the existing political, legal, fiscal or economic conditions and in the
automotive advertising industry in China;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | no material changes will occur in the current taxation law in China and the applicable tax rates will remain unchanged;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | exchange rates and interest rates in the applicable future periods will not differ materially from the current rates;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | our future growth will not be constrained by lack of funding;
| | - |  | -------------------------------------------------------------



| |  |  | we have the ability to retain competent management and key personnel to support our ongoing operations; and
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | industry trends and market conditions for the advertising and related industries will not deviate significantly from current forecasts.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

In addition to estimating the cash flows during the projection period, we calculated the
terminal value at the end of the projection period by applying the Gordon growth model, which assumes a constant annual growth rate of 3% after the projection period.

Our cash flows were discounted to present value using discount rates that reflect the risks the management perceived as
being associated with achieving the forecasts and are based on the estimate of our weighted average cost of capital, or WACC, on each respective grant or re-measurement date. The WACCs were derived by using the capital asset pricing model, a method
that market participants commonly use to price securities. Under the capital asset pricing model, the discount rate was determined considering the risk-free rate, industry-average correlated relative volatility coefficient, or beta, equity risk
premium, size of our company, scale of our business and our ability in achieving forecast projections. Using this method, we determined the appropriate discount rates to be 20.0% as of December 31, 2009.

We also applied a discount for lack of marketability to reflect the fact that, at the time of the grants, we were a
privately held company and there was no public market for our equity securities. To determine the discount for lack of marketability, we and the independent appraisers used the Black-Scholes option pricing model. Pursuant to that model, we used the
cost of a put option, which can be used to hedge the price change before a privately held share can be sold, as the basis to determine the discount for lack of marketability. A put option was used because it incorporates certain company-specific
factors, including timing of the expected initial public offering and the volatility of the share price of the guideline companies engaged in the same industry. Volatility of 61.9% was determined by using the mean of volatility of the comparable
companies as of December 31, 2009. In evaluating comparable companies, we determined they should:



| |  |  | operate in the same or similar businesses;
| | - |  | ------------------------------------------



| |  |  | have a trading history comparable to the remaining life of our share options as of each valuation date; and
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | either have operations in China, as we only operate in China, or be market players in the United States, as we are a public company in the United
States
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

Based on the foregoing analysis, marketability discounts of 30.0% and 24.0% were
adopted for these valuation dates.



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We completed our initial public offering, of 10,600,000 ADSs, each
representing one ordinary share, in November 2010. On November 17, 2010, we listed our ADSs on the New York Stock Exchange, or the NYSE, under the symbol BITA. Subsequent to our initial public offering date, we have used the price
of our publicly traded shares on grant date for purposes of determining the grant date fair value of our ordinary shares.

Fair value of
our ordinary shares

In determining the fair value of our ordinary shares before our initial public
offering, because the equity value of our Company for the years ended 2009 included both preferred shares and ordinary shares, the fair value of the equity was allocated to preferred shares and ordinary shares using the option-pricing method. Under
the option-pricing method, we treat ordinary shares and preferred shares as call options on our companys value, with exercise prices based on the value of the liquidation preference of the preferred shares. Because a call option is used, the
Black-Scholes model, which is commonly adopted in the option-pricing method, is applied to price the call option. We considered various terms of the preferred shares and ordinary shares, including the level of seniority, dividend policy, probability
of the completion of an initial public offering, special redemption terms and preferential allocation upon liquidation of the enterprise in the option-pricing method. The dividend yield as of 2009 was assessed to be zero because our company has not
declared dividends and does not expect to do so in the near future. The expected volatility of our ordinary shares was based on the comparable companies in the same industry, which are listed and publicly traded over the most recent period. Had we
used different estimates of volatility, the allocations of value between preferred shares and ordinary shares would have been different. As a result, we estimated that the fair value of our ordinary shares was US$2.40 per share as of
December 31, 2009.

Fair value of share options

We, with the assistance of independent appraisers, estimated the share-based payments for share options on the grant dates
based on each options fair value as calculated using the binomial option model and the following assumptions and inputs:



|                                               |  |                                        |  |                                                         |  |                 
|---------------------------------------------- |  | -------------------------------------- |  | ------------------------------------------------------- |  | ----------------
|                                               |  | The 2006 Plan
Vesting Period of3 Years |  | The 2006 Plan
Vesting Period of4 Years and the2010 Plan |  | The 2010 Plan   
|Grant date                                     |  | December 28, 2010                      |  | December 28, 2010                                       |  | February 8, 2010
|Fair value per share                           |  | US$10.16                               |  | US$10.16                                                |  | US$3.02         
|Exercise price per share                       |  | US$10.20                               |  | US$10.20                                                |  | US$3.20         
|Risk-free interest rate of return              |  | 3.58%                                  |  | 3.58%                                                   |  | 3.62%           
|Dividend yield                                 |  | 0                                      |  | 0                                                       |  | 0               
|Expected volatility                            |  | 68.54%                                 |  | 68.54%                                                  |  | 59.8%           
|Weighted-average fair value per option granted |  | $5.08                                  |  | $5.36                                                   |  | $3.60           

For the purpose of determining the estimated fair value of our share options, we believe
the fair value per share and expected volatility of our ordinary shares are the most critical assumptions. Changes in these assumptions could significantly affect the fair value of share options and hence the amount of compensation expense we
recognize in our consolidated financial statements. Since we did not have a trading history for our shares sufficient to calculate our own historical volatility, expected volatility of our future ordinary share price was estimated based on the price
volatility of the shares of comparable public companies in the online marketing and advertising industry.

Fair value of
convertible preference shares and convertible promissory notes

Convertible preference shares

Our convertible preference shares were classified as a liability under IFRS and marked-to-market for the applicable
periods. The liability in connection with our Series A, B and C convertible preference shares was



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separated into two components: a derivative component consisting of the conversion option and a straight debt component, which was the residual value of the proceeds of the convertible preference
shares after deducting the fair value of the derivative component and transaction costs. On the issuance of the Series A, B and C convertible preference shares, the fair value of the embedded conversion option was calculated using the binomial
option model. The derivative component was carried at fair value on the consolidated statements of financial position with changes in fair value being charged or credited to the consolidated statement of comprehensive income in the period when the
change occurred. The straight debt component was subsequently carried at amortized cost until extinguished on conversion or redemption. Interest expense in connection with the straight debt component was calculated using the effective interest
method by applying the effective interest rate to the straight debt component through the maturity date.

On
November 17, 2010, the Series A, B and C convertible preference shares were converted into our ordinary shares, and the carrying amounts of the derivative and liability components were transferred to share capital and share premium as
consideration for the shares issued.

Our Series D-1 and Series D-2 convertible preference shares
contained conversion features and redemption features that exhibited characteristics of an embedded derivative, and were designated as financial liabilities at fair value through profit or loss. On November 17, 2010, the Series D-1 and
Series D-2 convertible preference shares were converted into our ordinary shares, and the carrying amounts of the derivative were transferred to share capital and share premium as consideration for the shares issued.

Convertible promissory notes

The conversion feature and redemption feature of our convertible promissory notes were accounted for as one compound instrument. The debt contract net of the derivatives (conversion feature and redemption
feature) was considered an equity instrument and had no value. The conversion feature and redemption feature were carried at fair value on the consolidated statements of financial position with any changes in fair value being charged or credited to
the consolidated statements of comprehensive income in the period when the change occurred. The convertible promissory notes were converted on July 20, 2009 to Series D-2 convertible preference shares. Accordingly, the carrying amounts of the
compound instrument components were transferred to a preference share liability as consideration for the preference shares issued.

Fair
value estimates

Because the fair values of our Series A, B, C, D-1 and D-2 convertible preference
shares, and convertible promissory notes recorded in the consolidated statements of financial position as of 2009 could not be derived from active markets, they were determined using the binomial option model. The major inputs to the valuation model
for the assessment of the fair values of our Series A, B, C, D-1 and D-2 convertible preference shares, and convertible promissory notes were the enterprise value of our company, expected volatility of our share price and discount rate. The
enterprise value of our company was assessed based on discounted cash flow model. Inputs to these models were taken from observable markets where possible. Where not feasible, a degree of judgment was required in establishing the fair values.
Changes in assumptions about these factors could affect the reported fair values of the financial instruments. We based our fair value estimates on assumptions we believed to be reasonable, but such assumptions are unpredictable and inherently
uncertain. As such, actual future results may differ from these estimates. The major inputs of the binomial model are as follows:



|                                         |  |                   |      |  
|---------------------------------------- |  | ----------------- | ---- | -
|                                         |  | December 31, 2009 |     
|Total fair value of equity (US$ million) |  |                   | 95.4 |  
|Expected volatility                      |  |                   | 61.9 | %
|Dividend yield                           |  |                   | 0    |  
|Risk-free rate                           |  |                   | 2.8  | %



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We estimated the fair value of our equity to be US$95.4 million as of
December 31, 2009. For a detailed discussion on the calculation of the fair value of equity, see Critical Accounting PoliciesFair value of equity. The increase in the fair value of our equity is attributable to the same
reasons as the increase in the fair value of our ordinary shares. See Critical Accounting PoliciesFair value of our ordinary shares.

Income taxes

In determining taxable income for
financial statement reporting purposes, we must make certain estimates and judgments. These estimates and judgments are applied in the calculation of certain tax liabilities and in the determination of the recoverability of deferred tax assets,
which arise from temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes.

We must assess the likelihood that we will be able to recover our deferred tax assets. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it
has become probable that future taxable profit will allow the deferred tax asset to be recovered. We consider past performance, future expected taxable income and prudent and feasible tax planning strategies in determining the amount of deferred tax
that can be recovered.

In addition, the calculation of our tax liabilities involves dealing with
uncertainties in the application of complex tax rules and the potential for future adjustment of our uncertain tax positions by the various jurisdictional tax authorities. If our estimates of these taxes are greater or less than actual results, an
additional tax benefit or charge will result.

Goodwill and intangible assets with indefinite lives

Goodwill is initially measured at cost, being the excess of the consideration transferred over the net identifiable assets
and liabilities acquired. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated
impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the cash generating units that are expected to benefit from the combination, irrespective of whether
other assets or liabilities of the acquiree are assigned to those units.

Goodwill and intangible assets with
indefinite lives are tested for impairment annually and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill and intangible assets with indefinite lives by assessing the recoverable amount of the
cash-generating unit, to which the goodwill and intangible assets with indefinite lives relate. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognized. Impairment losses relating
to goodwill are not reversible in future periods.

The recoverable amount of each cash-generating unit was
determined based on a value in use calculation using cash flow projections based on financial budgets covering a five-year period approved by senior management. Cash flow projections were based on past experience, actual operating results and
managements best estimates about future developments, as well as certain market assumptions. We base our fair value estimates on assumptions we believe to be reasonable, but such assumptions are unpredictable and inherently uncertain. As such,
actual future results may differ from these estimates.



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Key assumptions were used in the value in use calculation of each
cash-generating unit as of December 31, 2010 and December 31, 2011. The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill:



| |  |  | Budgeted gross margins. The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the
year immediately before the budget year, increased for expected efficiency improvements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Discount rates. The discount rates applied to the cash flow projections ranged from 20% to 22% and cash flows beyond the five-year period are
extrapolated using growth rates of 3%. The discount rates used are pre-tax interest rates and reflect specific risks relating to the relevant units.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We performed an annual impairment test as at the balance sheet date to assess the cash-generating units respective recoverable amounts, and concluded that there was no impairment as the recoverable
amounts of the cash-generating units exceeded their carrying amounts. There were no indicators of impairment noted for 2010 and 2011.

Intangible assets with finite lives

We amortize our
intangible assets over the useful economic life on a straight-line basis and assess them for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible
asset with a finite useful life are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the
amortization period or method, as appropriate, and treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in profit or loss in the expense category consistent with the function of
the intangible asset. There has been no change to the estimated useful lives during the periods presented.

We
evaluate our intangible assets with finite lives for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount
of intangible assets may not be recoverable. If such an indication exists, we estimate the assets recoverable amount. There were no indicators of impairment associated with the finite lived intangible assets as of December 31, 2010 and
2011.

Impairment of trade receivables

We recognize a provision for impairment when there is objective evidence that we will not be able to collect all amounts
due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators
that the trade receivable is impaired. The amount of the provision is the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. We have made
judgments based on the age of the trade receivables and the customer specific credit risk in relation to the impairment of the trade receivable balances, which include the incurrence of losses, and amounts expected to be recovered in respect of any
impaired trade receivables.

Treasury shares

Our own equity instruments that are reacquired (treasury shares) are recognized at cost and deducted from equity. No gain
or loss is recognized in the statements of comprehensive income on the purchase, sale, issue or cancellation of our own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognized in share
premium. Voting rights related to treasury shares are nullified for us and no dividends are allocated to them.



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Investment in an associate

Our investment in an associate is accounted for using the equity method. An associate is an entity in which we have
significant influence. Under the equity method, the investment in the associate is carried on at cost plus post acquisition changes in our share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of
the investment and is neither amortized nor individually tested for impairment.

The statement of
comprehensive income reflects our share of the profit or loss, and other comprehensive income of the associate. Unrealized gains and losses resulting from transactions between us and the associate are eliminated to the extent of the interest in the
associate.

Our share of profit of an associate is the profit attributable to equity holders of the associate
and, therefore, is profit after tax and non-controlling interests in the subsidiaries of the associate. The financial statements of the associate are prepared for the same reporting period as us. When necessary, adjustments are made to bring the
accounting policies in line with us. After application of the equity method, we determine whether it is necessary to recognize an additional impairment loss on its investment in its associate. We determine at each reporting date whether there is any
objective evidence that the investment in the associate is impaired. If this is the case, we calculate the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognize the amount in the
share of profit of an associate in the consolidated statements of comprehensive income.

Upon loss of
significant influence over the associate, we measure and recognize any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained
investment and proceeds from disposal is recognized in profit or loss.

Discontinued Operations

In early 2010, we adopted a corporate strategy to focus on our core Internet-related business that includes our
bitauto.com business, our taoche.com business and our digital marketing solutions business. On May 31, 2010, we distributed the net assets of certain of our SPEs that provide advertising services focusing on traditional media forms such as
radio, television, newspapers and magazines, to our shareholders. We discontinued these businesses because we intend to focus on our long-term growth strategy to provide Internet content and marketing services for Chinas automotive industry.
We recognized a distribution to shareholders of RMB102.0 million (US$16.2 million) in 2010, which included RMB8.1 million (US$1.3 million) cash balance of the distributed entities.

The financial results associated with the distributed entities have been presented as discontinued operations for all
periods presented in this annual report. The following table sets forth a summary of the results of operations for the distributed entities:



|                                             |  |                                 |         |   |      |  |         |  
|-------------------------------------------- |  | ------------------------------- | ------- | - | ---- |  | ------- | -
|                                             |  | For the Year Ended December 31, |        
|                                             |  | 2009                            |         |   | 2010 | 
|                                             |  | RMB                             |         |   | RMB  | 
|                                             |  | (In thousands)                  |        
|Discontinued Operations                      |  |                                 |         |   |      |  |         |  
|Revenue                                      |  |                                 | 125,407 |   |      |  | 32,896  |  
|Cost of revenue                              |  |                                 | (99,548 | ) |      |  | (31,579 | )
|                                             |  |                                 |         |   |      |  |         |  
|Gross profit                                 |  |                                 | 25,859  |   |      |  | 1,317   |  
|Expenses                                     |  |                                 | (75,447 | ) |      |  | (28,709 | )
|Interest income                              |  |                                 | 50      |   |      |  |        |  
|Other (expenses)/income                      |  |                                 | (1,374  | ) |      |  | 327     |  
|                                             |  |                                 |         |   |      |  |         |  
|Loss before tax from discontinued operations |  |                                 | (50,912 | ) |      |  | (27,065 | )
|Income tax expense                           |  |                                 | (3,400  | ) |      |  | (24,245 | )
|                                             |  |                                 |         |   |      |  |         |  
|Loss from discontinued operations            |  |                                 | (54,312 | ) |      |  | (51,310 | )
|                                             |  |                                 |         |   |      |  |         |  



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Results of Operations

The following tables set forth a summary of our consolidated results of operations for the periods indicated. This
information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.



|                                                                               |  |                                 |          |   |      |  |            |      |  |  |          |   |  |  |         |  
|------------------------------------------------------------------------------ |  | ------------------------------- | -------- | - | ---- |  | ---------- | ---- |  |  | -------- | - |  |  | ------- | -
|                                                                               |  | For the Year Ended December 31, |         
|                                                                               |  | 2009                            |          |   | 2010 |  |            | 2011 | 
|                                                                               |  | RMB                             |          |   | RMB  |  |            | RMB  |  |  | US$      |  
|                                                                               |  | (In thousands)                  |         
|Continuing Operations                                                          |  |                                 |          |   |      |  |            |      |  |  |          |   |  |  |         |  
|Revenue                                                                        |  |                                 | 293,313  |   |      |  | 458,105    |      |  |  | 669,954  |   |  |  | 106,445 |  
|Cost of revenue                                                                |  |                                 | (105,746 | ) |      |  | (148,701   | )    |  |  | (213,770 | ) |  |  | (33,965 | )
|                                                                               |  |                                 |          |   |      |  |            |      |  |  |          |   |  |  |         |  
|Gross profit                                                                   |  |                                 | 187,567  |   |      |  | 309,404    |      |  |  | 456,184  |   |  |  | 72,480  |  
|Selling and administrative expenses(1)                                         |  |                                 | (125,268 | ) |      |  | (212,002   | )    |  |  | (347,734 | ) |  |  | (55,249 | )
|Product development expenses                                                   |  |                                 | (17,090  | ) |      |  | (29,778    | )    |  |  | (36,635  | ) |  |  | (5,821  | )
|                                                                               |  |                                 |          |   |      |  |            |      |  |  |          |   |  |  |         |  
|Operating profit                                                               |  |                                 | 45,209   |   |      |  | 67,624     |      |  |  | 71,815   |   |  |  | 11,410  |  
|Other income                                                                   |  |                                 | 595      |   |      |  | 5,358      |      |  |  | 24,840   |   |  |  | 3,947   |  
|Other expenses                                                                 |  |                                 | (1,168   | ) |      |  | (1,346     | )    |  |  | (2,372   | ) |  |  | (377    | )
|Changes in fair value of derivative component of convertible preference shares |  |                                 | (33,305  | ) |      |  | (1,270,702 | )    |  |  |         |   |  |  |        |  
|Changes in fair value of convertible promissory notes                          |  |                                 | 680      |   |      |  |           |      |  |  |         |   |  |  |        |  
|Interest income                                                                |  |                                 | 373      |   |      |  | 618        |      |  |  | 3,963    |   |  |  | 630     |  
|Interest expense                                                               |  |                                 |         |   |      |  | (993       | )    |  |  | (1,238   | ) |  |  | (197    | )
|Finance costs on convertible preference shares                                 |  |                                 | (14,917  | ) |      |  | (9,355     | )    |  |  |         |   |  |  |        |  
|Share of loss of an associate(2)                                               |  |                                 |         |   |      |  |           |      |  |  | (77      | ) |  |  | (12     | )
|                                                                               |  |                                 |          |   |      |  |            |      |  |  |          |   |  |  |         |  
|Profit/(loss) before tax from continuing operations                            |  |                                 | (2,533   | ) |      |  | (1,208,796 | )    |  |  | 96,931   |   |  |  | 15,401  |  
|Income tax expense                                                             |  |                                 | (3,503   | ) |      |  | (13,185    | )    |  |  | (9,758   | ) |  |  | (1,550  | )
|                                                                               |  |                                 |          |   |      |  |            |      |  |  |          |   |  |  |         |  
|Profit/(loss) from continuing operations                                       |  |                                 | (6,036   | ) |      |  | (1,221,981 | )    |  |  | 87,173   |   |  |  | 13,851  |  
|                                                                               |  |                                 |          |   |      |  |            |      |  |  |          |   |  |  |         |  



|(1) | Including share-based payments of RMB0.3 million, and RMB7.5 million and RMB18.7 million (US$3.0 million) in 2009, 2010 and 2011, respectively
and including non-capitalized initial public offering expenses of RMB4.8 million in 2010.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | On May 24, 2011, we acquired a 49% interest in Beijing Xinchuang Interactive Advertising Company Limited, or BXIA, whose principal activities
were intended to be the provision of advertising services. BXIA is in the start-up phase with no material operations, and is a private entity that is not listed on any public exchange. Our investment in BXIA was accounted for under the equity
method. During the year ended December 31, 2011, our share of the loss of BXIA was only RMB0.77 million.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Revenue. Our total revenue increased by 46.2% from RMB458.1 million in 2010 to RMB670.0 million
(US$106.4 million) in 2011. This increase was primarily due to the growth of our bitauto.com business, taoche.com business and digital marketing solutions business.

Our bitauto.com business. Revenue from our bitauto.com business increased by 59.1% from RMB291.1 million in
2010 to RMB463.3 million (US$73.6 million) in 2011, mainly due to an increase in the number of our Easypass subscribers, the increased advertising spending by automakers and automobile dealers on our bitauto.comwebsite and improved
penetration in established regions. Revenue from our new automobile dealer subscription services increased from RMB87.3 million in 2010 to RMB158.8 million (US$25.2 million) in 2011, primarily because our Easypass subscribers
increased by 79.4% to 6,302 in 2011 from 3,512 in 2010.



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Revenue from our advertising services on our bitauto.comwebsite increased from RMB203.8 million in 2010 to RMB304.5 million (US$48.4 million) in 2011, primarily attributable to
the increased number of automaker customers placing advertisements on our bitauto.com website and the increased average advertising spending by these customers.

Our taoche.com business. Revenue from our taoche.com business increased by 48.0% from RMB19.0 million in 2010 to
RMB28.1 million (US$4.5 million) in 2011. This increase was mainly driven by increases in both the number of advertising customers and the number of Transtar customers. Our advertising customers increased from 248 in 2010 to 411 in 2011, and
our Transtar customers increased from 1,409 in 2010 to 1,759 in 2011. Revenue from our advertising services on our taoche.com website increased from RMB14.6 million in 2010 to RMB20.3 million (US$3.2 million) in 2011. Revenue
from our used automobile dealer listing services increased from RMB4.4 million in 2010 to RMB7.8 million (US$1.2 million) in 2011 primarily due to an increase in our Transtar customers.

Our digital marketing solutions business. Revenue from our digital marketing solutions business increased by 20.6%
from RMB148.0 million in 2010 to RMB178.5 million (US$28.4 million) in 2011. The increase was attributable to an overall market growth driven by automakers allocating more of their advertising budget to online marketing platforms, an
increase in spending by existing customers as well as an increase in the number of new customers.

Cost
of Revenue. Our cost of revenue increased by 43.8% from RMB148.7 million in 2010 to RMB213.8 million (US$34.0 million) in 2011. This increase was due to increases in cost of revenue from all our lines of business.

Our bitauto.com business. Cost of revenue from our bitauto.com business increased by 30.8% from
RMB79.8 million in 2010 to RMB104.3 million (US$16.6 million) in 2011. This increase was mainly due to the increase in business taxes in line with growth of revenue.

Our taoche.com business. Cost of revenue from our taoche.com business increased by 36.9% from RMB27.5 million in
2010 to RMB37.6 million (US$6.0 million) in 2011. This increase was largely attributable to the increase in personnel-related expenses for our website editorial team, bandwidth leasing cost and higher total fees paid to our partner websites to
distribute our dealer customers used automobile listing information.

Our digital marketing solutions
business. Cost of revenue from our digital marketing solutions business increased by 73.4% from RMB41.4 million in 2010 to RMB71.8 million (US$11.4 million) in 2011. This increase was mainly due to the provision of
higher-direct-cost services, such as event planning and execution, which accounted for a larger percentage of the total services provided to digital marketing solutions customers.

Gross Profit.Our gross profit increased by 47.4% from RMB309.4 million in 2010 to RMB456.2 million
(US$72.5 million) in 2011.

Selling and Administrative Expenses. Our selling and administrative
expenses increased by 64.0% from RMB212.0 million in 2010 to RMB347.7 million (US$55.2 million) in 2011. This increase was mainly due to an increase in marketing expenses. To a lesser extent, the increase was also attributable to the
increase in salaries and benefits and an increase in the number of employees.

Salaries and benefits.
Expenses relating to our salaries and benefits increased by 53.6% from RMB83.5 million in 2010 to RMB128.2 million (US$20.4 million) in 2011. This increase was mainly attributable to the increase in the number of our sales and marketing
employees, a modest increase in the average employee salaries and higher PRC employee welfare contribution rates as adjusted by the relevant government authority.

Marketing expenses. Our marketing expenses increased by 77.3% from RMB73.2 million in 2010 to
RMB129.7 million (US$20.6 million) in 2011. This increase was mainly due to marketing expenses relating to the cooperative agreement between Bitauto and Baidu, Inc., pursuant to which bitauto.com exclusively provides auto-related content
for Baidus open data platform starting June 1, 2011.



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Office expenses. Our office expenses increased by 57.6% from
RMB19.0 million in 2010 to RMB29.9 million (US$4.8 million) in 2011. This increase was mainly attributable to the professional fees occurred in 2011, which were mostly capitalized as initial public offering expenses in 2010.

Operating lease expenses. Our operating lease expenses increased by 4.8% from RMB17.5 million in
2010 to RMB18.3 million (US$2.9 million) in 2011, mainly because we rented additional office space as we increased the number of our employees.

Product Development Expenses. Our product development expenses increased by 23.0% from RMB29.8 million in 2010 to RMB36.6 million (US$5.8 million) in 2011. This increase was primarily due
to an increase in research and development personnel expenses.

Income Tax Expense. Our income
tax expense decreased from RMB13.2 million in 2010 to RMB9.8 million (US$1.6 million) in 2011. This decrease was primarily because BBII was designated as a High and New Technology Enterprise and eligible to enjoy a lower tax rate
associated with this status. See Taxation.

Profit/(Loss) from Continuing
Operations. As a result of foregoing, we had a profit of RMB87.2 million (US$13.9 million) in 2011 compared to a loss of RMB1,222.0 million in 2010.

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

Revenue. Our total revenue increased by 56.2% from RMB293.3 million in 2009 to RMB458.1 million in 2010. This increase was primarily due to an increase in the number of our
customers and an increased demand in all our lines of business as our dealer and automaker customers expand their business activities.

Our bitauto.com business. Revenue from our bitauto.com business increased by 82.8% from RMB159.3 million for 2009 to RMB291.1 million in 2010, mainly due to an increase in the number of
our Easypass subscribers and the increased advertising spending by automakers and automobile dealers on our bitauto.comwebsite. Our Easypass subscribers increased to 3,512 in 2010 from 1,965 in 2009. Revenue from our new automobile dealer
subscription services increased from RMB50.7 million in 2009 to RMB87.3 million in 2010, and revenue from our advertising services on our bitauto.comwebsite increased from RMB108.6 million in 2009 to RMB203.8 million in
2010, primarily attributable to the increased number of automaker customers placing advertisements on our bitauto.com website and the increased average advertising spending by these customers.

Our taoche.com business. Revenue from our taoche.com business increased by 55.5% from RMB12.2 million in 2009
to RMB19.0 million in 2010. This increase was mainly driven by increases in both the number of advertising customers and the number of Transtar customers. Our advertising customers increased from 80 in 2009 to 248 in 2010, and our Transtar
customers increased from 774 in 2009 to 1,409 in 2010. Revenue from our advertising services on our taoche.com website increased from RMB11.3 million in 2009 to RMB14.6 million in 2010. Revenue from our used automobile dealer
listing services increased from RMB0.9 million in 2009 to RMB4.4 million in 2010.

Our digital
marketing solutions business. Revenue from our digital marketing solutions business increased by 21.5% from RMB121.8 million in 2009 to RMB148.0 million in 2010. This increase was attributable to the overall growth of our
customers advertising spending and a major automobile customer we added in 2010.

Cost of
Revenue. Our cost of revenue increased by 40.6% from RMB105.7 million in 2009 to RMB148.7 million in 2010. This increase was due to increases in cost of revenue from all our lines of business as a result of the growth in
both our Internet traffic and the number of our employees in 2010.



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Our bitauto.com business. Cost of revenue from our bitauto.com
business increased by 38.2% from RMB57.7 million in 2009 to RMB79.8 million in 2010. This increase was mainly due to the increased fees we paid to most of our partner websites to distribute dealer customers automobile pricing and
promotional information, and an increase in business taxes in line with growth of revenue.

Our taoche.com
business. Cost of revenue from our taoche.com business increased by 64.4% from RMB16.7 million in 2009 to RMB27.5 million in 2010. This increase was largely attributable to higher total fees paid to our partner websites to distribute
our dealer customers used automobile listing information as we expanded our number of partner websites. We also incurred higher bandwidth leasing fees resulting from higher Internet traffic to our taoche.com website in 2010.

Our digital marketing solutions business. Cost of revenue from our digital marketing solutions business increased
by 32.4% from RMB31.3 million in 2009 to RMB41.4 million in 2010. This increase was mainly attributable to the increase in personnel expenses resulting from the increased number of employees directly engaged in revenue-generating
activities.

Gross Profit. Our gross profit increased by 65.0% from RMB187.6 million in 2009 to
RMB309.4 million in 2010.

Selling and Administrative Expenses. Our selling and administrative
expenses increased by 69.2% from RMB125.3 million in 2009 to RMB212.0 million in 2010. This increase was primarily due to the increase in salaries and benefits and marketing expenses to enhance brand awareness and operating lease expenses
related to operational expansion.

Salaries and benefits. Expenses relating to our salaries and
benefits increased by 69.3% from RMB49.3 million in 2009 to RMB83.5 million in 2010. This increase was mainly attributable to the increase in the number of our sales and marketing employees, a modest increase in the average employee
salaries and higher PRC employee welfare contribution rates as adjusted by the relevant government authority.

Marketing expenses. Our marketing expenses increased by 55.4% from RMB47.1 million in 2009 to
RMB73.2 million in 2010. This increase was mainly due to increased expenses paid to Internet search companies and incurred in connection with our annual China Automotive Industry Forum in 2010, where we hosted over 1,500 automotive dealer
participants. This increase also included additional marketing expenses incurred in connection with our participation in the annual automotive exhibition as part of our marketing strategies to enhance our brand image and industry influence.

Office expenses. Our office expenses increased by 71.5% from RMB11.1 million in 2009 to
RMB19.0 million in 2010. This increase was mainly attributable to non-capitalized initial public offering expenses of RMB4.8 million incurred in 2010.

Operating lease expenses. Our operating lease expenses increased by 92.8% from RMB9.1 million in 2009 to RMB17.5 million in 2010, mainly because we rented additional office space for our
headquarters in Beijing and our offices in other cities as we increased the number of our employees.

Product Development Expenses. Our product development expenses increased by 74.2% from RMB17.1 million in
2009 to RMB29.8 million in 2010. This increase was primarily due to an increase in research and development personnel expenses.

Changes in Fair Value of Derivative Component of Convertible Preference Shares. We recognized a loss of RMB1,270.7 million in 2010 compared to a loss of RMB33.3 million in 2009, mainly
attributable to the increase in the fair value of the derivative component of our Series A, B and C convertible preference shares from RMB186.6 million as of December 31, 2009 to RMB1,168.7 million as of November 17, 2010
and the increase



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in the fair value of our Series D-1 and D-2 convertible preference shares from RMB150.8 million as of December 31, 2009 to RMB407.9 million as of November 17, 2010. The
increase in the fair value of our convertible preference shares was due to our strong business growth and improving business outlook.

Income Tax (Expense)/Benefit. Our income tax expense increased from RMB3.5 million in 2009 to RMB13.2 million in 2010. This increase was primarily because unlike in 2009, we no
longer had loss carryover in 2010 to reduce our tax liability. In addition, we accrued income tax at a higher rate due to a potential rule change by the local tax authority. See Taxation.

(Loss)/Profit from Continuing Operations. As a result of foregoing, we incurred a loss of
RMB1,222.0 million in 2010 compared to a loss of RMB6.0 million in 2009.

Inflation

To date, inflation in China has not materially impacted our results of operations. According to the National Bureau of
Statistics of China, the annual average percent changes in the consumer price index in China for 2009, 2010 and 2011 were a decrease of 0.7%, an increase of 3.3% and an increase of 5.4%, respectively. The year-over-year percent changes in the
consumer price index for January 2010, 2011 and 2012 were increases of 1.5%, 4.9% and 4.5%, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future
by higher rates of inflation in China. For example, certain operating costs and expenses, such as personnel expenses, real estate leasing expenses, travel expenses and office operating expenses may increase as a result of higher inflation.
Additionally, because a substantial portion of our assets consists of cash and cash equivalents, high inflation could significantly reduce the value and purchasing power of these assets. We are not able to hedge our exposures to higher inflation in
China.

Recent Accounting Pronouncements

New Standards, Amendments and Interpretations to Existing Standards Adopted by Us

We adopted new standards and interpretations as of January 1, 2011, noted below:

IAS 24, Related Party Disclosures (amendments)

The IASB issued an
amendment to IAS 24 that clarifies the definitions of a related party. The new definitions emphasize a symmetrical view of related party relationships and clarifies the circumstances in which persons and key management personnel affect related party
relationships of an entity. In addition, the amendment introduces an exemption from the general related party disclosure requirements for transactions with government and entities that are controlled, jointly controlled or significantly influenced
by the same government as the reporting entity. The adoption of the amendment did not have any impact on our financial position or performance.

IAS 32, Financial Instruments: PresentationClassification of Rights Issues (amendment)

The IASB issued an amendment that alters the definition of a financial liability in IAS 32 to enable entities to classify rights issues and certain options or warrants as equity instruments. The amendment
is applicable if the rights are given pro rata to all of the existing owners of the same class of an entitys non-derivative equity instruments, to acquire a fixed number of the entitys own equity instruments for a fixed amount in any
currency. The amendment has had no effect on our financial position or performance because we do not have these types of instruments.

IFRIC 14, Prepayments of a Minimum Funding Requirement (Amendment)

The
amendment removes an unintended consequence when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover such requirements. The amendment permits a prepayment of future service cost by the entity to
be recognized as a pension asset. We are not subject to minimum funding requirements in PRC, therefore, the amendment of the interpretation has no effect on our financial position or performance.



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IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments

IFRIC 19 clarifies that equity instruments issued to a creditor to extinguish a financial liability are consideration paid. As a result,
the financial liability is derecognized and the equity instruments issued are treated as consideration paid to extinguish that financial liability. The interpretation states that equity instruments issued in a debt for equity swap should be measured
at the fair value of the equity instruments issued, if this can be determined reliably. If the fair value of the equity instruments issued is not reliably determinable, the equity instruments should be measured by reference to the fair value of the
financial liability extinguished as of the date of extinguishment. Any difference between the carrying amount of the financial liability that is extinguished and the fair value of the equity instruments issued is recognized immediately in profit or
loss. The interpretation has had no effect on our financial position or performance because we have not extinguished financial liabilities with equity instruments.

New Standards, Amendments and Interpretations to Existing Standards Not Yet Adopted by Us

The following standards are not yet effective. The standards will be adopted in the period they become effective. We are still in the process of determining the impact of each of the standards.

Effective for the 2012 financial year

IFRS 7, Financial Instruments: DisclosuresEnhanced Derecognition Disclosure Requirements.The amendment requires additional disclosure about financial assets that have been transferred but
not derecognized to enable the user of the Groups financial statements to understand the relationship with those assets that have not been derecognized and their associated liabilities. In addition, the amendment requires disclosures about
continuing involvement in derecognized assets to enable the user to evaluate the nature of, and risks associated with, the entitys continuing involvement in those derecognized assets. The amendment becomes effective for annual periods
beginning on or after July 1, 2011. The amendment affects disclosure only and has no impact on our financial position or performance.

IAS 12, Income TaxesRecovery of Underlying Assets. The amendment clarified the determination of deferred tax on investment property measured at fair value. The amendment introduces a
rebuttable presumption that deferred tax on investment property measured using the fair value model in IAS 40 should be determined on the basis that its carrying amount will be recovered through sale. Furthermore, it introduces the requirement that
deferred tax on non-depreciable assets that are measured using the revaluation model in IAS 16 always be measured on a sale basis of the asset. We are currently assessing the impact that this standard will have on the financial position and
performance. The amendment becomes effective for annual periods beginning on or after January 1, 2012.

Effective for the 2013 financial
year

IAS 1, Financial Statement PresentationPresentation of Items of Other Comprehensive Income
(OCI).The amendments to IAS 1 change the grouping of items presented in OCI. Items that could be reclassified (or recycled) to profit or loss at a future point in time (for example, upon derecognition or settlement)
would be presented separately from items that will never be reclassified. The amendment affects presentation only and therefore, has no impact on our financial position or performance. The amendment becomes effective for annual periods beginning on
or after July 1, 2012.

IFRS 10, Consolidated Financial Statements- IFRS 10 replaces the portion of IAS 27
Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It replaces SIC-12 ConsolidationSpecial Purpose Entities.

IFRS 10 establishes a single control model that applies to all entities including special purpose entities (now termed structured
entities). The changes introduced by IFRS 10 will require us to exercise significant judgment



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to determine which entities are controlled, and therefore, are required to be consolidated by a parent, compared with the requirements that were in IAS 27. We are currently assessing the impact
that this standard will have on the financial position and performance. This standard becomes effective for annual periods beginning on or after January 1, 2013.

IFRS 11, Joint Arrangements-IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled EntitiesNon-monetary Contributions by Venturers- IFRS 11 removes
the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture must be accounted for using the equity method. We are currently assessing the
impact that this standard will have on the financial position and performance. This standard becomes effective for annual periods beginning on or after January 1, 2013.

IFRS 12, Disclosure of Involvement with Other Entities-IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the
disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entitys interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required. We are
currently assessing the impact that this standard will have on the financial position and performance. This standard becomes effective for annual periods beginning on or after January 1, 2013.

IFRS 13, Fair Value Measurement.IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS
13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. We are currently assessing the impact that this standard will have on the
financial position and performance. This standard becomes effective for annual periods beginning on or after January 1, 2013.

IAS 19, Employee Benefits (Amendment).The IASB has issued numerous amendments to IAS 19. These range from fundamental changes such as removing the corridor mechanism for recognizing actuarial
gains and losses on defined benefit pension plans and the concept of expected returns on plan assets to simple clarifications and re-wording. We are currently assessing the impact that this standard will have on the financial position and
performance. This standard becomes effective for annual periods beginning on or after January 1, 2013.

IAS 27,
Separate Financial Statements (as revised in 2011).As a consequence of the new IFRS 10 and IFRS 12, what remains of IAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements.
We are currently assessing the impact that this standard will have on the financial position and performance. The amendment becomes effective for annual periods beginning on or after January 1, 2013.

IAS 28, Investments in Associates and Joint Ventures (as revised in 2011).As a consequence of the new IFRS 11 and IFRS 12, IAS 28
has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. We are currently assessing the impact that this standard will
have on the financial position and performance. The amendment becomes effective for annual periods beginning on or after January 1, 2013.

IFRS 7, Financial Instruments: Offsetting Disclosures (Amendment)This amendment requires entities to disclose gross amounts subject to rights of set-off, amounts set off in accordance with
the accounting standards followed, and the related net credit exposure. This information will help investors understand the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entitys rights
and obligations. We are currently assessing the impact that this standard will have on the financial position and performance. The disclosures are effective for annual periods beginning on or after January 1, 2013. Retrospective application will be
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Effective for the 2014 financial year

IAS 32 Financial Instruments: Offsetting (Amendment)This amendment addresses inconsistencies in current practice when
applying the offsetting criteria in IAS 32 Financial Instruments: Presentation. The amendments clarify the meaning of currently has a legally enforceable right of set-off; and that some gross settlement systems may be considered
equivalent to net settlement. We are currently assessing the impact that this standard will have on the financial position and performance. The amendments are effective for annual periods beginning on or after January 1, 2014 and are required
to be applied retrospectively.

Effective for the 2015 financial year

IFRS 9, Financial Instruments (Phase I). Phase I of IFRS 9 introduces new requirements for classifying and measuring
financial assets and financial liabilities.

IFRS 9 (Phase I) is applicable to all financial assets
and financial liabilities within the scope of IAS 39 Financial Instruments: Recognition and Measurement. At initial recognition, all financial assets (including hybrid contracts with a financial asset host) are measured at fair value plus, in
the case of a financial asset not at fair value through profit or loss, transaction costs. Subsequent to initial recognition, financial assets that are debt instruments are classified at amortized cost or fair value on the basis of both:
(a) the entitys business model for managing the financial assets; and (b) the contractual cash flow characteristic of the financial asset. Debt instrument may be subsequently measured at amortized cost if: (a) the asset is held
within a business model whose objective is to hold the assets to collect the contractual cash flows; and (b) the contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and
interest on the principal outstanding. All other debt instruments are subsequently measured at fair value. All financial assets that are equity investments are measured at fair value either through other comprehensive income or profit or loss. This
is an irrevocable choice the entity makes by instrument unless the equity investments are held for trading, in which case, they must be measured at fair value through profit or loss.

For financial liabilities designated at fair value through profit or loss using the fair value option (FVO liabilities),
the amount of change in the fair value of a liability that is attributable to changes in credit risk must be presented in other comprehensive income (OCI). The remainder of the change in fair value is presented in profit or loss, unless presentation
of the fair value change in respect of the liabilitys credit risk in OCI would create or enlarge an accounting mismatch in profit or loss. For financial liabilities not designated at fair value through profit or loss using the fair value
option (i.e., financial liabilities at amortized cost and held for trading liabilities), there are no changes as the existing IAS 39 classification and measurement requirements are retained and carried forward to IFRS 9.

We are currently assessing the impact that this standard will have on the financial position and performance. IFRS 9
is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted.



|B. | Liquidity and Capital Resources
|-- | -------------------------------

Our PRC subsidiary is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our PRC
subsidiary and its SPEs is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other
ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As a result of these PRC
laws and regulations, our PRC subsidiary is restricted in its ability to transfer a portion of its net assets, including general reserve and registered capital, either in the form of dividends, loans or advances. Such restricted portion amounted to
RMB5.7 million (US$0.9 million) as of December 31, 2011. For periods from our inception to December 31, 2010, no restricted portion was recorded because we did not have after-tax profits.



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To date, our principal sources of liquidity have been cash collected from
customers, more recently, the proceeds from the private placement of our Series A, B, C, D-1 and D-2 convertible preference shares and the net proceeds from our initial public offering in 2010. See Item 7. Major Shareholder and Related
Party TransactionsB. Related Party Transactions. As of December 31, 2011, we had RMB601.4 million (US$95.5 million) in cash and cash equivalents. On April 30, 2010, we entered into a RMB30.0 million revolving line of
credit agreement available until April 29, 2011 with China Merchants Bank. The revolving line of credit is wholly guaranteed by Beijing Zhong Guan Cun High Technology Guarantee Company Limited, which is a professional guarantee institute mainly
funded by the Chinese government and provides credit guarantees to high-tech enterprises. As of December 31, 2010, we had drawn RMB20.0 million from the line of credit, which was repaid in January 2011. Although we consolidate the results of our PRC
SPEs, we do not have direct access to their cash and cash equivalents or future earnings. However, we can direct the use of their cash through agreements that provide us with effective control of these entities. Moreover, we are entitled to receive
annual fees from them in exchange for certain technology consulting services provided by us and the use of certain intellectual properties owned by us. See Item 7.B Related Party TransactionsContractual Arrangements with our PRC Special
Purpose Entities and Their Shareholders.

We believe that our current cash and anticipated cash flows
from our operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months. We may, however, require additional cash due to changing business
conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity securities, debt securities or borrow
from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The
incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If
we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

Furthermore, cash transfers from our PRC subsidiaries to our subsidiaries outside of China are subject to PRC government control of currency conversion. Restrictions on the availability of foreign
currency may affect the ability of our PRC subsidiaries and consolidated affiliated entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. See
Risk FactorsRisks Related to Doing Business in ChinaGovernmental control of conversion of Renminbi into foreign currencies may limit our ability to utilize our revenues effectively and affect the value of your investment.

The following table sets forth a summary of our cash flows for the periods indicated:



|                                                     |  |                                 |         |   |      |  |         |      |  |  |          |   |  |  |         |  
|---------------------------------------------------- |  | ------------------------------- | ------- | - | ---- |  | ------- | ---- |  |  | -------- | - |  |  | ------- | -
|                                                     |  | For the Year Ended December 31, |        
|                                                     |  | 2009                            |         |   | 2010 |  |         | 2011 | 
|                                                     |  | RMB                             |         |   | RMB  |  |         | RMB  |  |  | US$      |  
|                                                     |  | (In thousands)                  |        
|Net cash from/(used in) operating activities         |  |                                 | 3,161   |   |      |  | 14,510  |      |  |  | (86,690  | ) |  |  | (13,774 | )
|Net cash used in investing activities                |  |                                 | (31,134 | ) |      |  | (17,955 | )    |  |  | (71,536  | ) |  |  | (11,366 | )
|Net cash from/(used in) financing activities         |  |                                 | 77,896  |   |      |  | 656,277 |      |  |  | (39,118  | ) |  |  | (6,215  | )
|                                                     |  |                                 |         |   |      |  |         |      |  |  |          |   |  |  |         |  
|Net increase/(decrease) in cash and cash equivalents |  |                                 | 49,923  |   |      |  | 652,832 |      |  |  | (197,344 | ) |  |  | (31,355 | )
|Net foreign exchange difference                      |  |                                 | 95      |   |      |  | (286    | )    |  |  | (4,419   | ) |  |  | (702    | )
|Cash and cash equivalents at beginning of the period |  |                                 | 100,577 |   |      |  | 150,595 |      |  |  | 803,141  |   |  |  | 127,606 |  
|                                                     |  |                                 |         |   |      |  |         |      |  |  |          |   |  |  |         |  
|Cash and cash equivalents at the end of the period   |  |                                 | 150,595 |   |      |  | 803,141 |      |  |  | 601,378  |   |  |  | 95,549  |  
|                                                     |  |                                 |         |   |      |  |         |      |  |  |          |   |  |  |         |  



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Operating Activities

Net cash used in operating activities was RMB86.7 million (US$13.8 million) for the year ended December 31, 2011.
This amount was (i) primarily attributable to profit before tax from continuing operations of RMB96.9 million (US$15.4 million), (ii) adjusted for certain non-cash expenses, principally depreciation of property, plant and equipment of
RMB10.6 million (US$1.7 million) and share-based payment of RMB18.7 million (US$3.0 million) and for changes in certain working capital accounts that positively affected operating cash flow, primarily an increase in other payables and accruals of
RMB33.3 million (US$5.3 million) and (iii) offset by certain non-cash adjustments, primarily an unrealized exchange gains of RMB24.1 million, and changes in certain working capital accounts that negatively affected operating cash flow,
primarily an increase of RMB211.3 million (US$33.6 million) in trade receivables. The increase in trade receivables was primarily attributable to higher sales volume in 2011. See B. Liquidity and Capital ResourcesTrade Receivables
and Payables for more detailed information regarding our trade receivables.

Net cash from operating
activities was RMB14.5 million for the year ended December 31, 2010. This amount was (i) primarily attributable to loss before tax from continuing operations of RMB1,208.8 million and loss before tax from discontinued operations
of RMB27.1 million, (ii) adjusted for certain non-cash expenses, principally an increase in fair value of derivative component of convertible preference shares of RMB1,270.7 million and for changes in certain working capital accounts
that positively affected operating cash flow, primarily an increase in trade payables of RMB58.9 million and (iii) offset by changes in certain working capital accounts that negatively affected operating cash flow, primarily an increase of
RMB82.6 million in trade receivables and an increase of RMB42.3 million in bills receivables. The increase in trade payables was primarily attributable to the increase in purchases from media vendors in 2010, which was in line with the increase
in our sales volume. The increase in trade and bills receivables were primarily attributable to higher sales volume in 2010.

Net cash from operating activities was RMB3.2 million for the year ended December 31, 2009. This amount was (i) primarily attributable to loss before tax from continuing operations of
RMB2.5 million and loss before tax from discontinued operations of RMB50.9 million, (ii) adjusted for certain non-cash expenses, principally an increase in fair value of derivative component of convertible preference shares of
RMB33.3 million, finance costs for our convertible preference shares of RMB14.9 million, depreciation of property, plant and equipment of RMB5.8 million and amortization of intangible assets of RMB4.6 million and for changes in
certain working capital accounts that positively affected operating cash flow, primarily an increase in trade payables of RMB95.2 million and other payables and accruals of RMB17.6 million and (iii) offset by changes in certain
working capital accounts that negatively affected operating cash flow, primarily an increase of RMB72.1 million in trade receivables, an increase of RMB16.1 million in bills receivables and an increase of RMB8.8 million in prepayments and
other receivables. The increase in trade payables was primarily attributable to the increase in the overall costs and expenses, which was in line with the expansion of our sales activities. In addition, we extended the payment terms to small media
vendors in 2009 as compared to in 2008, reflecting our enhanced bargaining power. The increase in trade receivables was in line with higher sales volume due to an increase in the number of our customers and their demand for our services. In
addition, we consider various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect customers ability to pay.
Based on the results of the credit evaluations and our credit policy, we concluded, at the outset of the sales arrangements, that our customers were creditworthy. Accordingly, the sales to our customers met the collectability criteria for revenue
recognition at the outset of the arrangements.

Investing Activities

Our investing activities primarily relate to our purchases and disposals of property and equipment and to our acquisition
activities.



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Net cash used in investing activities was RMB71.5 million (US$11.4 million)
for the year ended December 31, 2011. This amount was primarily attributable to RMB44.9 million (US$7.1 million) used in an acquisition of a subsidiary, RMB17.1 million (US$2.7 million) used in the purchase of property, plant and equipment, and
RMB9.1 million (US$1.4 million) used in the purchase of intangible assets.

Net cash used in investing
activities was RMB18.0 million for the year ended December 31, 2010. This amount was primarily attributable to RMB17.6 million used in the purchase of property, plant and equipment.

Net cash used in investing activities was RMB31.1 million for the year ended December 31, 2009. This amount was
primarily attributable to the contingent payments of RMB17.2 million in connection with our acquisition of Autoworld Media Company Limited on December 19, 2007. In addition, we used RMB11.0 million to purchase property, plant and
equipment and RMB7.9 million to purchase intangible assets.

Financing Activities

Net cash from by financing activities was RMB39.1 million (US$6.2 million) for the year ended December 31, 2011,
mainly attributable to RMB20.0 million (US$3.2 million) repayment for the line of credit with China Merchants Bank and RMB16.5 million (US$2.6 million) used in the share repurchase program.

Net cash from by financing activities for the year ended December 31, 2010 was RMB656.3 million, which was
primarily attributable to the proceeds from our initial public offering net of issuance costs amounting to RMB644.3 million, as well as RMB20.0 million withdrawn from the line of credit with China Merchants Bank partially offset by the
RMB8.1 million distribution to our shareholders in connection with the distribution of our non-core business.

Net cash from by financing activities was RMB77.9 million for the year ended December 31, 2009, mainly attributable to proceeds from issuance of Series D-1 convertible preference shares
with an aggregated principal amount of RMB82.0 million and offset by the associated financing cost of RMB4.1 million.

Trade Receivables and Payables

For the advertising agent services we provide through our digital marketing solutions business, we act as an agent in placing advertisements on the websites of our media vendors on behalf of our automaker
customers. We receive fees in the capacity of an agent for assisting automaker customers in placing advertisements on media vendors websites, and therefore, record the fees on a net basis in our consolidated financial statements. The net
fees recognized from each such transaction amount to a relatively small percentage of the related accounts receivable or payable recorded on a gross basis. For the advertising services we provide through our bitauto.com business and taoche.com
business, we act as the principal in the arrangement and record revenues on a gross basis in our consolidated financial statements. Revenues are recognized only after the amount has been contractually agreed with our customers, the advertisements
have been published and when the collectability is reasonably assured. For both the advertising agent services and advertising services provided, we enter into publishing schedule agreements with our automaker and automobile dealer customers, before
we enter into related advertising agreements with the media vendors who are then obligated to place the advertisements according to the customers publishing schedule agreements. At such time, we record receivables from the customers and, in
the same amount, corresponding payables due to the media vendors on a gross basis. Such payments are conducted through us. Gross billings include the gross value of advertisements placed by our customers that correspond to the gross payables
recorded due to the media vendors. Gross billings for the year ended December 31, 2011 amounted to RMB1,173.0 million compared to RMB960.2 million for the year ended December 31, 2010.

As of December 31, 2011, our trade receivables were RMB433.8 million (US$68.9 million), and our trade
payables were RMB201.1 million (US$32.0 million). Of these receivables and payables, RMB156.2 million



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(US$24.8 million) was related to the receivables from our automaker customers and the corresponding payables due to media vendors in connection with the advertisements we placed with the
media vendors on behalf of our automaker customers under the publishing schedule agreements. Under our contracts with media vendors, terms of our trade payables due to media vendors generally correspond to, or are longer than, the terms of our
receivables due from our automaker customers. The remaining trade receivables as of December 31, 2011 were RMB277.6 million. We have not experienced any collection issues that required us to provide for bad debts in connection with our
receivables from our automaker customers. However, we may continue to be held liable to pay the media vendors the full amount of our payables when they become due and in advance of when we receive the related payments from our automaker customers.
In addition, we may incur penalties for late payments. See Risk FactorsRisks Related to Our Business and IndustryWe may be liable to pay the media vendors in connection with the advertisements we placed with them on behalf of our
automaker customers even if we fail to collect some or all the payments from these automaker customers.

Capital
Expenditures

Our capital expenditures amounted to RMB36.0 million, RMB18.1 million and RMB71.6 million
(US$11.4 million) in 2009, 2010 and 2011, respectively. In the past, our capital expenditures consisted principally of purchases of property, plant and equipment, purchases of intangible assets and acquisitions of subsidiaries. We expect our capital
expenditures in 2012 to consist principally of similar types of items.

See Item 18 Financial
Statements.



|C. | Research and Development, Patents and Licenses, Etc.
|-- | ----------------------------------------------------

Intellectual Property

The 


LOGO
 and 


LOGO
 trademarks, or Easypass and Transtar, respectively, in English, the bitauto.com and taoche.com domain names, our proprietary automotive content and database and our other intellectual
property contribute to our competitive advantage among Internet automotive content and marketing service providers in China. To protect our brand and other intellectual property, we rely on a combination of trademark, trade secret and copyright laws
in China as well as imposing procedural and contractual confidentiality and invention assignment obligations on our employees, contractors and others. In 2009, we registered our Bitauto trademark under the Madrid Protocol of the World
Intellectual Property Organization, extending the trademark protection afforded to such trademark in China to all member states of the Madrid Protocol system. As of March 31, 2012, we hold 329 registered trademarks, 58 pending trademark
applications and 21 computer software copyrights in China. We have registered 1,596 domain names for our company and our customers, including our main website domain names www.bitauto.com and www.taoche.com.

We incurred research and development expenses of RMB17.1 million, RMB29.8 million and RMB36.6 million (US$5.8 million) in
2009,2010 and 2011, respectively.

See Item 4. Information on the CompanyB. Business
OverviewProduct Development.



|D. | Trend Information
|-- | -----------------

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since the beginning of our fiscal year 2011 that are reasonably
likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or
financial condition.



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|E. | Off-balance Sheet Arrangements
|-- | ------------------------------

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are
indexed to our own shares and classified as shareholders equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated
entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing,
hedging or research and development services with us.



|F. | Tabular Disclosure of Contractual Obligations
|-- | ---------------------------------------------

The following table sets forth our contractual obligations as of December 31, 2011:



|                               |  |                       |        |  |                  |  |        |          |  |  |          |  |  |                  |       |  |  |  |   | 
|------------------------------ |  | --------------------- | ------ |  | ---------------- |  | ------ | -------- |  |  | -------- |  |  | ---------------- | ----- |  |  |  | - | 
|                               |  | Payment Due by Period |       
|                               |  | Total                 |        |  | Less Than1 
Year |  |        | 1-3Years |  |  | 3-5Years |  |  | More Than 5Years |      
|                               |  | (In thousands of RMB) |       
|Operating lease obligations(1) |  |                       | 47,082 |  |                  |  | 19,482 |          |  |  | 24,205   |  |  |                  | 3,395 |  |  |  |  | 



|(1) | Operating lease obligations are primarily related to the lease of office space. These leases have terms ranging from one to five years and are
renewable upon negotiation. During 2011, our operating lease obligations increased to RMB47.1 million as a result of additional office space leased for our headquarters in Beijing for a five-year lease term.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|G. | Safe Harbor
|-- | -----------

See Forward Looking Statements on page 1 of this annual report.



|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------



|A. | Directors and Senior Management
|-- | -------------------------------

The following table sets forth information regarding our executive officers and directors as of the date of this annual report.



|                                 |  |     |    |  |                |                                                            
|-------------------------------- |  | --- | -- |  | -------------- | -----------------------------------------------------------
|Directors and Executive Officers |  | Age |    |  | Position/Title
|Bin Li                           |  |     | 37 |  |                | Chairman of the Board of Directors, Chief Executive Officer
|Jingning Shao                    |  |     | 41 |  |                | Director, President                                        
|Xuan Zhang                       |  |     | 36 |  |                | Chief Financial Officer                                    
|Erhai Liu                        |  |     | 43 |  |                | Director                                                   
|Ruby Lu                          |  |     | 41 |  |                | Director                                                   
|Yu Long                          |  |     | 39 |  |                | Director                                                   
|Sidney Xuande Huang              |  |     | 46 |  |                | Director                                                   
|Weihai Qu                        |  |     | 36 |  |                | Director, Senior Vice President                            

Mr. Bin Li is our founder and has served as our chairman of the board of
directors and chief executive officer since 2005. In 2002, Mr. Li and Mr. Weihai Qu, our senior vice president, co-founded Beijing C&I Advertising Company Limited, one of our SPEs in China, and has served as its chairman of the board
of directors and chief executive officer since its inception. In 2000, Mr. Li co-founded Beijing Bitauto E-Commerce Co., Ltd. and served as its director and president until 2006. In 1996, Mr. Li co-founded Beijing Antarctic Technology
Development Co., Ltd., a pioneer web hosting service provider in China, and served as its director and general manager from 1996 to 2000. Mr. Li currently also serves as the vice-chairman of China Automobile Dealers Association, or CADA, and
was recognized by CADA in 2008 as one of the top 10 most influential and



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distinguished people in Chinas automobile dealer industry in the past 30 years. Mr. Li received his Bachelors degree in Sociology from Peking University where he minored in
Law.

Mr. Jingning Shaohas served as our director and president since 2010. Mr. Shao joined
us in 2009 as our chief operating officer. Prior to joining us, Mr. Shao was the general manager of Sina Corporations business operation department from 2007 to 2009 and the editor-in-chief of Sinas automotive channel from 2000 to
2009. From 1995 to 2000, Mr. Shao was a journalist and editor for newspapers of China Business Media Corporation Limited. Mr. Shao received his Bachelors degree in Literature from Capital Normal University.

Mr. Xuan Zhanghas served as our chief financial officer since 2009 and was our vice president of finance
from 2006 to 2009. Mr. Zhang has over 10 years of operational and managerial experiences with both multinational companies and local Chinese companies. His extensive involvement in Bitautos strategy and operations contributed
significantly to the growth of the Company and the Companys successful listing on NYSE in 2010. Prior to 2006, Mr. Zhang co-founded a consulting firm that provided professional marketing, finance and HR services to local Fortune 500
companies and multinationals in China. He also was a manager of both Ernst & Young LLP and PricewaterhouseCoopers LLP from 2000 to 2004. Mr. Zhang is a certified public accountant in the State of New York and he received both of his
Bachelors degrees in Finance and Accounting from New York University.

Mr. Erhai Liuhas
served as our director since 2005 and independent director since 2011. Mr. Liu is a managing director of Legend Capital, a China-based private investment fund. Mr. Liu also serves on the board of directors of other Legend Capital
portfolio companies, including Rock Mobile (Cayman) Corporation, MAS Technology Company Limited, United Automobile (China) Inc., Chongqing New Standard Medical Equipment Co., Ltd., Universal Education Holdings and Coremax Group Limited. Prior to
joining Legend Capital in 2003, Mr. Liu was the chief operating officer of China RailcomNet Co., Ltd. from 2001 to 2003, the vice general manager of Clarent China from 2000 to 2001 and the director of the Value Added Service business of Jitong
Communications Co., Ltd. from 1994 to 2000. Mr. Liu received his Bachelors degree in Telecommunications from Guilin Institute of Electronic Technology, his Masters degree in Telecommunications and Information System from Xidian
University and his EMBA from Peking University.

Ms. Ruby Luhas served as our director since
2006. Ms. Lu is a general partner at DCM, a venture capital investment company headquartered in Silicon Valley. Ms. Lu also serves on the board of VanceInfo Technologies Inc., a NYSE-listed software outsourcing company, and E-Commerce
China Dangdang, Inc., a leading e-commerce retailer in China. Prior to joining DCM in 2003, Ms. Lu was a vice president in the technology, media and telecommunications investment banking group of Goldman Sachs & Co. During her tenure
at Goldman Sachs & Co. from 1996 to 2003, Ms. Lu advised clients on projects ranging from privatization restructuring, corporate finance, mergers and acquisitions. Ms. Lu received her Bachelors degree in Economics with
honors from the University of Maryland and Masters degree in International Economics as well as Energy, Environment, Science and Technology from Johns Hopkins University, School of Advanced International Studies.

Ms. Yu Longhas served as our director since 2008 and independent director since 2011. Ms. Long is
a chief executive of Bertelsmann China Corporate Center and a managing director of Bertelsmann Asia Investments AG, the strategic investment arm of Bertelsmann AG based in Beijing, China. Ms. Long also serves on the board of directors of other
Bertelsmann portfolio companies, including BMG Music, China Distance Education Holdings Limited, and Optimix. Ms. Long joined Bertelsmann in New York in 2005 before moving to Asia in 2007. Prior to that, Ms. Long was a lead anchor and
later a producer of Sichuan Broadcasting Group from 1996 to 2003 and a host and producer of Chengdu Peoples Radio Broadcasting Networks from 1994 to 1996. Ms. Long received her Bachelors degree in Electrical Engineering from the
University of Electronic Science and Technology in China and her MBA from the Stanford Graduate School of Business.



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Mr. Sidney Xuande Huang has served as our independent director since
2010. Mr. Huang has been the co-president of VanceInfo Technologies Inc., a China-based outsourcing and IT services provider, since 2011. Mr. Huang also served as VanceInfos chief operating officer from 2008 until 2010 and its chief
financial officer since 2006. Prior to joining VanceInfo, he served as the chief financial officer with two other China-based companies in technology and internet sectors between 2004 and 2006. Prior to 2004, Mr. Huang was an investment banker with
Citigroup Global Markets Inc. in New York and prior to that an audit manager of KPMG LLP. He was a Certified Public Accountant in the State of New York. Mr. Huang has also served as a director of Beijing Enlight Media Limited since 2010. Mr. Huang
obtained his masters of business administration with distinction from the Kellogg School of Management at Northwestern University as an Austin Scholar. He received his bachelors degree in accounting from Bernard M. Baruch College, where
he graduated as class valedictorian.

Mr. Weihai Quhas served as our director since 2005 and as
our senior vice president since 2007. In 2002, Mr. Qu and Mr. Bin Li, our chairman of the board of directors and chief executive officer, co-founded Beijing C&I Advertising Company Limited, one of our SPEs in China. Mr. Qu served
as the general manager of Beijing C&I Advertising Company Limited and managed the operation of our digital marketing solutions business until 2009. Prior to joining us in 2000, Mr. Qu served as a project manager of the strategic planning
department of Beiqi Foton Motor Co., Ltd. from 1997 to 2000. Mr. Qu received his Bachelors degree in Automotive Engineering from Jilin University (formerly known as Jilin University of Technology) and received his Executive MBA from China
Europe International Business School in 2010.



|B. | Compensation of Directors and Executive Officers
|-- | ------------------------------------------------

For the fiscal year ended December 31, 2011, we paid an aggregate of approximately RMB3.4 million
(US$0.54 million) in cash compensation to our executive officers and directors as a group, which includes bonuses, salaries and social welfare benefits, and paid an aggregate of approximately RMB97,428 (US$15,480) in premiums for commercial
medical insurance coverage for one executive officer. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiary and SPEs are required by law to
make contributions equal to certain percentages of each employees salary for his or her pension insurance, medical insurance, housing fund, unemployment and other statutory benefits.

Employment Agreements

We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified period. We may terminate employment for
cause, at any time, without notice or remuneration, for certain acts of the employee, such as willful misconduct or gross negligence, and indictment or conviction for, or confession of, a felony or any crime involving moral turpitude. We may also
terminate an executive officers employment without cause upon thirty days advance written notice or with thirty days salary in lieu of the written notice under certain circumstances when he or she is no longer able to perform his
or her duty.

Each executive officer has agreed to hold, both during and after the termination or expiry of
his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with his or her employment, any of our confidential information or trade secrets, any confidential
information or trade secrets of our customers or prospective customers, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. In addition, each executive officer has agreed
to be bound by non-competition restrictions during his or her employment for [two] year after the termination of his or her employment. Specifically, each executive officer has agreed (i) not to provide services to, own or operate any business
that provides products, services or technologies substantially similar to the business currently conducted or proposed to be conducted by us; (ii) interfere with our business or solicit any of our suppliers or customers in connection with our
business



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activities; and (iii) solicit any employee or consultant who was employed or was engaged by us at any time in the year preceding such termination.

Share Incentives

2006 Stock Incentive Plan

On December 31, 2006, we
adopted the 2006 Plan to attract and retain the best available personnel and provide additional incentives to employees, directors and consultants. As of March 31, 2012, options to purchase 723,512.5 ordinary shares under the 2006 Plan were
outstanding.

The following table summarizes, as of March 31, 2012, the shares related to options granted
under the 2006 Plan to certain of our directors and executive officers and to other individuals as a group.



|                             |  |                 |           |     |                           |  |       |               |  |  |                    |  |  |                 |                   |  |  |                   
|---------------------------- |  | --------------- | --------- | --- | ------------------------- |  | ----- | ------------- |  |  | ------------------ |  |  | --------------- | ----------------- |  |  | ------------------
|Name                         |  | Number ofShares |           |     | Exercise Price(US$/Share) |  |       | Date of Grant |  |  | Date of Expiration |  |  | VestingSchedule
|Sidney Xuande Huang          |  |                 | *         |     |                           |  | 10.20 |               |  |  | December 28, 2010  |  |  |                 | December 28, 2020 |  |  | 3 years           
|Other individuals as a group |  |                 | 184,762.5 | (1) |                           |  | 10.20 |               |  |  | December 28, 2010  |  |  |                 | December 28, 2020 |  |  | 3 years or 4 years
|Other individuals as a group |  |                 | 445,000   | (1) |                           |  | 0.4   |               |  |  | December 31, 2006  |  |  |                 | December 31, 2016 |  |  | 3 years           



|* | Less than one percent of our outstanding shares.
|- | ------------------------------------------------

|(1) | As of March 31, 2012, certain employees terminated their services with us and accordingly forfeited options related to 155,000 shares granted
to them under the 2006 Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following paragraphs describe the principal terms of the
2006 Plan.

Types of awards. The 2006 Plan permits the awards of options, share application
rights, restricted shares, restricted share units or deferred equity rights.

Plan
Administration. Our board of directors or a committee designated by our board of directors will administer the 2006 Plan. The committee or the full board of directors, as appropriate, will determine the terms and conditions of each award
grant.

Award Agreement. Awards granted under the 2006 Plan are evidenced by an award agreement
that sets forth terms, conditions and limitations for each award. In addition, the award agreement may also provide that securities granted are subject to a 180-day lock-up period following the effective date of a registration statement filed by us
under the Securities Act, if so requested by us or any representative of the underwriters in connection with any registration of the offering of any of our securities.

Evidence of Award. Awards can be evidenced by an agreement, certificate, resolution or other type of writing
or an electronic medium approved by the board of directors that sets forth the terms and conditions of the awards granted. An evidence of award, with the approval of the board of directors, need not be signed by a representative of our company or
the recipient.

Eligibility. Awards other than incentive stock options, within the meaning of
Section 422 of the Internal Revenue Code of 1986 as amended, may be granted to employees, directors and consultants. Incentive stock options may be granted only to our employees.

Acceleration of Awards upon Change in Control of the Company. Except as provided otherwise in an award
agreement, in the event of a change in control, each award which is at the time outstanding under the 2006 Plan



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automatically shall become fully vested and exercisable and be released from any repurchase or forfeiture rights immediately prior to the specified effective date of such change in control,
provided that the grantees continuous service has not terminated prior to such date.

Exercise Price
and Term of Awards. Our board of directors, or a committee designated by our board of directors, determines the exercise price, grant price and expiration date for each award. The term of each award shall be stated in the award agreement,
provided however, that the term of each option may not be more than 10 years from the date of grant.

Vesting Schedule. In general, our board of directors, or a committee designated by our board of directors,
determines, or the evidence of award specifies, the vesting schedule.

Transfer
Restrictions. Incentive stock options may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution. Awards other than incentive stock options shall be transferable by will or the laws of
descent and distribution and during the lifetime of the grantee, to the extent and in the manner authorized by our board of directors, or a committee designated by our board of directors.

Termination of the 2006 Stock Incentive Plan. Unless terminated earlier, the 2006 Plan will terminate
automatically in 2016. Our board of directors has the authority to amend or terminate the 2006 Plan to the extent necessary to comply with applicable law or the rules of the principal securities exchange upon which our ADSs are traded or quoted.

2010 Stock Incentive Plan

On February 8, 2010, we adopted a second stock incentive plan, or the 2010 Plan, to attract and retain the best available personnel and provide additional incentives to employees, directors and
consultants. As of March 31, 2012, options to purchase 1,900,112.5 ordinary shares under the 2010 Plan were outstanding.

The following table summarizes, as of March 31, 2012, the shares related to options granted under the 2010 Plan to certain of our directors and executive officers and to other individuals as a group.



|                             |  |                 |           |     |                          |  |       |               |  |                    |  |                   |  |        
|---------------------------- |  | --------------- | --------- | --- | ------------------------ |  | ----- | ------------- |  | ------------------ |  | ----------------- |  | -------
|Name                         |  | Number ofShares |           |     | ExercisePrice(US$/Share) |  |       | Date of Grant |  | Date of Expiration |  | VestingSchedule  
|Bin Li                       |  |                 | 50,000    |     |                          |  | 10.20 |               |  | December 28, 2010  |  | December 28, 2020 |  | 4 years
|Jingning Shao                |  |                 | 375,000   |     |                          |  | 3.20  |               |  | February 8, 2010   |  | February 8, 2020  |  | 4 years
|                             |  |                 | 125,000   |     |                          |  | 10.20 |               |  | December 28, 2010  |  | December 28, 2020 |  | 4 years
|Xuan Zhang                   |  |                 | *         |     |                          |  | 3.20  |               |  | February 8, 2010   |  | February 8, 2020  |  | (2)    
|                             |  |                 | *         |     |                          |  | 10.20 |               |  | December 28, 2010  |  | December 28, 2020 |  | 4 years
|Other individuals as a group |  |                 | 695,625   | (1) |                          |  | 3.20  |               |  | February 8, 2010   |  | February 8, 2020  |  | 4 years
|Other individuals as a group |  |                 | 341,987.5 | (1) |                          |  | 10.20 |               |  | December 28, 2010  |  | December 28, 2020 |  | 4 years



|* | Less than one percent of our outstanding shares.
|- | ------------------------------------------------

|(1) | As of March 31, 2012, certain employees terminated their services with us and accordingly forfeited options related to 999,375 shares granted
to them under the 2010 Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | 25% has been vested and exercised, 37.5% vested on December 31, 2011 and 37.5% to be vested on December 31, 2012.
|--- | -----------------------------------------------------------------------------------------------------------------

The following paragraphs describe the principal terms of the 2010 Plan.

Types of awards. The 2010 Plan permits the awards of options, share application rights, restricted shares,
restricted share units or deferred equity rights.



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Plan Administration. Our board of directors or a committee
designated by our board of directors will administer the 2010 Plan. The committee or the full board of directors, as appropriate, will determine the terms and conditions of each award grant.

Award Agreement. Awards granted under the 2010 Plan are evidenced by an award agreement that sets forth
terms, conditions and limitations for each award. In addition, the award agreement may also provide that securities granted are subject to a 180-day lock-up period following the effective date of a registration statement filed by us under the
Securities Act, if so requested by us or any representative of the underwriters in connection with any registration of the offering of any of our securities.

Evidence of Award. Awards can be evidenced by an agreement, certificate, resolution or other type of writing or an electronic medium approved by the board of directors that sets forth the
terms and conditions of the awards granted. An evidence of award, with the approval of the board of directors, need not be signed by a representative of our company or the recipient.

Eligibility. Awards other than incentive stock options, within the meaning of Section 422 of the
Internal Revenue Code of 1986 as amended, may be granted to employees, directors and consultants. Incentive stock options may be granted only to our employees.

Acceleration of Awards upon Change in Control of the Company. Except as provided otherwise in an award agreement, in the event of a change in control, each award which is at the time
outstanding under the 2010 Plan automatically shall become fully vested and exercisable and be released from any repurchase or forfeiture rights immediately prior to the specified effective date of such change in control, provided that the
grantees continuous service has not terminated prior to such date.

Exercise Price and Term of
Awards. Our board of directors, or a committee designated by our board of directors, determines the exercise price, grant price and expiration date for each award. The term of each award shall be stated in the award agreement, provided
however, that the term of each option may not be more than 10 years from the date of grant.

Vesting
Schedule. In general, our board of directors, or a committee designated by our board of directors, determines, or the evidence of award specifies, the vesting schedule.

Transfer Restrictions. Incentive stock options may not be transferred in any manner by the recipient other
than by will or the laws of descent and distribution. Awards other than incentive stock options shall be transferable by will or the laws of descent and distribution and during the lifetime of the grantee, to the extent and in the manner authorized
by our board of directors, or a committee designated by our board of directors.

Termination of the 2010
Stock Incentive Plan. Unless terminated earlier, the 2010 Plan will terminate automatically in 2020. Our board of directors has the authority to amend or terminate the 2010 Plan to the extent necessary to comply with applicable law or the
rules of the principal securities exchange upon which our ADSs are traded or quoted.



|C. | Board Practices
|-- | ---------------

Our board of directors consists of seven directors. A director is not required to hold any shares in the company by way of qualification. A director may vote with respect to any contract, proposed
contract or arrangement in which he is materially interested provided the nature of the interest is disclosed prior to voting. A director may exercise all the powers of the company to borrow money, mortgage its undertaking, property and uncalled
capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon
termination of employment.



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Committees of the Board of Directors

We have established three committees under the board of directors: the audit committee, the compensation committee and the
nominating and corporate governance committee. We have adopted a charter for each of these committees. Each committees members and functions are summarized below.

Audit Committee.Our audit committee consists of Mr. Sidney Xuande Huang, Ms. Yu Long and Mr. Erhai
Liu. Mr. Sidney Xuande Huang is the chairman of our audit committee and meets the criteria of an audit committee financial expert under applicable rules. Mr. Sidney Xuande Huang, Ms. Yu Long and Mr. Erhai Liu satisfy the
independence requirements of Section 303A of the Corporate Governance Rules of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934. The audit committee oversees our accounting and financial reporting processes and the
audits of the financial statements of our company. The audit committee is responsible for, among other things:



| |  |  | selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing with the independent auditors any audit problems or difficulties and managements response;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | reviewing and approving past or proposed related party transactions;
| | - |  | --------------------------------------------------------------------



| |  |  | reviewing the annual audited financial statements with management and the independent auditors;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;
and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | meeting separately and periodically with management and the independent auditors.
| | - |  | ---------------------------------------------------------------------------------

Compensation Committee. Our compensation committee consists of Mr. Erhai Liu and Ms. Yu Long. Mr. Erhai Liu
is the chairman of our compensation committee. Each of Mr. Erhai Liu and Ms. Yu Long satisfies the independence requirements of Section 303A of the Corporate Governance Rules of the NYSE. The compensation committee assists the board
in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is
deliberated. The compensation committee is responsible for, among other things:



| |  |  | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive
officers;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements.
| | - |  | ------------------------------------------------------------------------------------------------------------------

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of
Mr. Bin Li, Ms. Ruby Lu and Mr. Erhai Liu. Mr. Bin Li is the chairman of our nominating and corporate governance committee. Mr. Erhai Liu satisfies the independence requirements of Section 303A of the
Corporate Governance Rules of the NYSE. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
The nominating and corporate governance committee is responsible for, among other things:



| |  |  | selecting and recommending to the board nominees for election by the shareholders or appointment by the board;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills,
experience and diversity;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance
with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Duties of Directors

Under Cayman Islands law, our
directors have a statutory duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would
exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. A shareholder has the right to seek damages if a duty owed by our directors is
breached.

Terms of Directors and Officers

Our directors may hold office for such term as the shareholders or the Board may determine or in the absence of such
determination until their successors are elected or appointed or their office is otherwise vacated in accordance with our articles of association. Each director whose term of office expires shall be eligible for re-election at a meeting of the
board. A director will vacate office automatically if, among other things, the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors, or (ii) is found to be or becomes
of unsound mind or dies.

Our officers are elected by and serve at the discretion of the board of directors.

D. Employees

We had 1,109, 1,290 and 1,737 employees as of December 31, 2009, 2010 and 2011, respectively. Of all the employees as of December 31, 2011, 1,124 were located in Beijing, and 613 in other cities
in China.

The following table sets forth the number and percentage of our employees by functional area as of
December 31, 2011:



|                                      |  |                     |       |  |            |  |       |  
|------------------------------------- |  | ------------------- | ----- |  | ---------- |  | ----- | -
|Functional Area                       |  | Number of Employees |       |  | % of Total | 
|Sales, marketing and customer support |  |                     | 944   |  |            |  | 54.3  |  
|Editorial and creative                |  |                     | 335   |  |            |  | 19.3  |  
|Product development                   |  |                     | 316   |  |            |  | 18.2  |  
|General and administrative            |  |                     | 142   |  |            |  | 8.2   |  
|                                      |  |                     |       |  |            |  |       |  
|Total                                 |  |                     | 1,737 |  |            |  | 100.0 | %

We invest significant resources in the recruitment, retention, training and development
of our employees. Through a combination of short-term performance evaluations and long-term incentive arrangements, we have built a competent, loyal and highly motivated workforce. We believe that our relationships with our employees are good, and
we have not experienced any work stoppages due to labor disputes.



|E. | Share Ownership
|-- | ---------------

Except as specifically noted in the table, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2012 by:



| |  |  | each of our directors and executive officers;
| | - |  | ---------------------------------------------



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| |  |  | each person known to us to own beneficially more than 5% of our ordinary shares; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | each selling shareholder.
| | - |  | -------------------------

Beneficial ownership is determined in accordance with the rules and regulations of the United States Securities and Exchange Commission. In computing the number of shares beneficially owned by a person
and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or any other security. These shares, however, are not
included in the computation of the percentage ownership of any other person.



|                                                 |  |                           |             |  |   |  |      |  
|------------------------------------------------ |  | ------------------------- | ----------- |  | - |  | ---- | -
|                                                 |  | Shares Beneficially Owned |            
|                                                 |  | Number                    |             |  | % | 
|Directors and Executive Officers:                |  |                           |             |  |   |  |      |  
|Bin Li(1)                                        |  |                           | 9,032,497.5 |  |   |  | 21.7 |  
|Jingning Shao                                    |  |                           | *           |  |   |  | *    |  
|Weihai Qu(2)                                     |  |                           | 9,019,997.5 |  |   |  | 21.7 |  
|Erhai Liu(3)                                     |  |                           | 4,056,235   |  |   |  | 9.7  |  
|Ruby Lu(4)                                       |  |                           | 7,216,770   |  |   |  | 17.3 |  
|Yu Long(5)                                       |  |                           | 3,484,345   |  |   |  | 8.4  |  
|Sidney Xuande Huang                              |  |                           | *           |  |   |  | *    |  
|Xuan Zhang                                       |  |                           | *           |  |   |  | *    |  
|All Directors and Executive Officers as a group  |  |                           | 24,289,535  |  |   |  | 57.7 |  
|                                                 |  |                          
|Principal Shareholders:                          |  |                           |             |  |   |  |      |  
|Proudview Limited(6)                             |  |                           | 9,019,997.5 |  |   |  | 21.7 | %
|DCM IV, L.P. and DCM Affiliates Fund IV, L.P.(7) |  |                           | 7,216,770   |  |   |  | 17.3 | %
|LC Fund II(8)                                    |  |                           | 4,056,235   |  |   |  | 9.7  | %
|Bertelsmann Asia Investment AG(9)                |  |                           | 3,484,345   |  |   |  | 8.4  | %
|Tiger Global Management, LLC(10)                 |  |                           | 2,665,471   |  |   |  | 6.4  | %



|* | Less than 1% of our total outstanding shares.
|- | ---------------------------------------------

|(1) | Includes 9,019,997.5 ordinary shares owned by Proudview Limited, a British Virgin Islands company owned by Mr. Bin Li, and 12,500 ordinary
shares Mr. Li has the right to acquire upon exercise of the share options within 60 days after the date of this annual report. Mr. Li is a director of Proudview Limited. The business address of Mr. Li is New Century Hotel Office
Tower, 6/F, No. 6 South Capital Stadium Road, Beijing, China, 100044.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 9,019,997.5 ordinary shares owned by Proudview Limited, a British Virgin Islands company owned by Mr. Weihai Qu and Mr. Bin Li.
The business address of Mr. Qu is New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Beijing, China, 100044.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes 4,056,235 ordinary shares held by LC Fund II. Mr. Liu is the director of our company appointed by LC Fund II. Mr. Liu disclaims
beneficial ownership with respect to the above shares except to the extent of his pecuniary interest therein. The business address for Mr. Liu is 10/F, Tower A, Raycom InfoTech Park, No. 2 Kexueyuan Nan Lu, Zhongguancun, Haidian District,
Beijing, China, 100080.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes 7,037,792.5 ordinary shares held by DCM IV, L.P., and 178,977.5 ordinary shares held by DCM Affiliates Fund IV, L.P. Ms. Ruby Lu is the
director of our company appointed by DCM IV, L.P. and DCM Affiliates Fund IV, L.P. Ms. Lu disclaims beneficial ownership with respect to the above shares except to the extent of her pecuniary interest therein. The business address of Ms. Lu is 2420
Sand Hill Road, Suite 200, Menlo Park, CA 94025, the United States.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes 3,484,345 ordinary shares held by Bertelsmann Asia Investment AG. Ms. Yu Long is the director of our company appointed by Bertelsmann
Asia Investment AG. Ms. Long disclaims beneficial ownership with respect to the above shares except to the extent of her pecuniary interest therein. The business address of Ms. Long is Units 2804-2805, SK Tower 6A Jianguomenwai Avenue,
Chaoyang District, Beijing, China, 100022.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Proudview Limited is a British Virgin Islands company and is 86.3% owned by Mr. Bin Li and 13.7% owned by Mr. Weihai Qu. Mr. Li has
sole voting and investment power over all the shares held by
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | Proudview Limited. The business address of Mr. Li is New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Beijing, China, 100044.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes 7,037,792.5 ordinary shares held by DCM IV, L.P., and 178,977.5 ordinary shares held by DCM Affiliates Fund IV, L.P. The general partner of
DCM IV, L.P. and DCM Affiliates Fund IV, L.P. is DCM Investment Management IV, L.P., whose general partner is DCM International IV, Ltd. DCM International IV, Ltd., through DCM Investment Management IV, L.P., has sole voting and investment power
over these shares, and such voting and investment power is exercised by K. David Chao, Peter W. Moran and Thomas Blaisdell, the directors of DCM International IV, Ltd. Each of the directors disclaims beneficial ownership of the shares held by DCM
IV, L.P. and DCM Affiliates Fund IV, L.P., except to the extent of each persons pecuniary interest therein. The business address of DCM IV, L.P. and DCM Affiliates Fund IV, L.P. is 2420 Sand Hill Road, Suite 200, Menlo Park, CA 94025, the
United States.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | LC Fund II is a Cayman Islands fund 63.46% owned by Right Lane Limited, which is wholly owned by Legend Holdings Ltd., a limited liability company
organized under the laws of the PRC. Right Lane Limited and Legend Holdings Limited may be deemed to beneficially own all of ordinary shares beneficially owned by LC Fund II. The business address for LC Fund II is 10/F, Tower A, Raycom InfoTech
Park, No. 2 Kexueyuan Nan Lu, Zhongguancun, Haidian District, Beijing, China, 100190.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Bertelsmann AG is the indirect beneficial owner of 3,484,345 ordinary shares, which are held directly by its wholly-owned subsidiary Bertelsmann
Asia Investments AG. Bertelsmann Asia Investment AG is an investment fund used to finance Bertelsmanns strategic investments. Bertelsmann AG is a privately held stock corporation. 80.9% of the capital shares in Bertelsmann AG are held
indirectly by foundations (Bertelsmann Stiftung, Reinhard Mohn Stiftung, BVG-Stiftung) and 19.1% are held indirectly by the Mohn family. The Bertelsmann Verwaltungsgesellschaft (BVG) controls all voting rights in the Bertelsmann AG Annual General
Meeting. The business address for Bertelsmann Asia Investment AG is Dammstrasse 19, 6300 Zug, Switzerland.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Based on a Schedule 13G jointly filed on December 31, 2011 by Tiger Global Management LLC and Charles P. Coleman III. Tiger Global Management
LLC lists its address as 101 Park Ave, 48th Floor, New York, New York 10178, in such filing.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of March 31, 2012, 41,640,890 of our ordinary shares were issued and outstanding. To our knowledge, 16,997,075.5
ordinary shares, representing approximately 40.8% of our total outstanding shares, were held by two record holders in the United States, including 16,866,793 ordinary shares held of record by Citibank, N. A., the depositary of our ADS program. The
number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. None of our existing shareholders has different voting rights from other
shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.



|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------



|A. | Major Shareholders
|-- | ------------------

Please refer to Item 6. Directors, Senior Management and EmployeesE. Share Ownership.



|B. | Related Party Transactions
|-- | --------------------------

Transactions with Entities Controlled by Certain Directors, Officers and Shareholders

Since 2008, we have purchased toll-free calling services from Beijing Easy Auto Reach Media Company Limited, a company with common shareholders of us. In 2011, the purchase prices charged by Beijing Easy
Auto Reach Media Company Limited amounted to RMB0.9 million (US$0.1 million).Since 2011, we have purchased media resource from Beijing Le Jia Yi Ye Culture Media Company Limited. In 2011, the purchase prices charged by Beijing Le Jia Yi Ye
Culture Media Company Limited amounted to RMB4.5 million (US$0.7 million).



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Since 2010, we provided advertising services and advertising agency services
to Bitcar and Beijing Le Jia Yi Ye Culture Media Company Limited, respectively. Revenues from advertising services and advertising agency services for the year ended December 31, 2011 provided to Bitcar and Beijing Le Jia Yi Ye Culture Media
Company Limited amounted to RMB5.2 million (US$0.8 million) and RMB1.0 million (US$0.2 million) respectively.

In late 2011, we acquired 100% equity interest in Bitcar from two members of our key management personnel in an all-cash
transaction that values Bitcar at between RMB45.0 million (US$7.1 million) and RMB63.0 million (US$10.0 million). We made an initial payment of RMB45.0 million by the end of 2011, subject to a future contingent consideration amounting to the
difference between Bitcars audited IFRS fiscal 2012 revenues and the initial payment of RMB45.0 million, with a total consideration capped at RMB63.0 million.

Contractual Arrangements with our PRC Special Purpose Entities and Their Shareholders

Due to certain restrictions under PRC law on foreign ownerships of entities engaged in Internet and advertising businesses, we conduct our operations in China through contractual arrangements among our
wholly foreign owned PRC subsidiary, Beijing Bitauto Internet Information Company Limited, or BBII, our SPEs in China, or SPEs, and the shareholders of these SPEs.

Agreements that Provide Us with Effective Control over Our PRC SPEs

Loan Agreements

As part of the contractual arrangements, each shareholder of our PRC SPEs entered into a loan agreement with BBII, pursuant to which BBII provides interest-free loans to each of the shareholders of BBIT,
CIG and BEAM. The purpose of the loans is to provide capital and/or registered capital to our PRC SPEs in order to develop their businesses. Each loan has a term of 10 years and may be extended upon mutual written consent of the parties.

Each loan agreement contains a number of covenants to restrict the actions that a SPE shareholder may take or cause the
SPE to take. For example, a SPE shareholder (i) shall not transfer, sell, mortgage, dispose of, or encumber his/her equity interest in a SPE except in accordance with the equity interest pledge agreement discussed below, (ii) without BBIIs
prior written consent, shall not take actions or omissions that may have a material impact on the assets, business and liabilities of a SPE, (iii) shall cause the shareholders meeting and/or the board of directors of a SPE not to approve the
merger or consolidation of such SPE with any person, or any acquisition or investment in any person, without BBIIs prior written consent, and (iv) shall appoint any director candidates nominated by BBII.

Irrevocable Power of Attorney

Each shareholder of our PRC SPEs executed an irrevocable power of attorney, appointing BBII or a person designated by BBII as his/her attorney-in-fact to attend shareholders meetings of the
respective SPE, exercise all the shareholders voting rights, including but not limited to the sale, transfer, pledge or disposition of his/her equity interest in each SPE, and designate or appoint legal representatives, directors and officers
of the SPEs. Each power of attorney remains valid and irrevocable from the date of execution so long as he/she remains as the shareholder of the respective SPE. These powers of attorneys for each shareholder of our SPEs are substantially the same.

Share Pledge Agreement

On March 31, 2009, BBII entered into share pledge agreements with BBIT and each of BBITs shareholders. Pursuant to the share pledge agreements, each shareholder of BBIT agrees to pledge his/her
shares



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in BBIT to secure BBITs payment obligations, including payment of consulting and service fees, under the exclusive business cooperation agreement between BBII and BBIT described below. This
agreement amended and replaced the share pledge agreements among BBII, BBIT and BBITs shareholders dated March 9, 2006.

On March 31, 2009, BBII entered into share pledge agreements with CIG and each of its shareholders. These agreements have substantially the same terms as the agreements between BBII, BBIT and BBITs
shareholders described above. These agreements amended and replaced the share pledge agreements between BBII, CIG and CIGs shareholders dated March 9, 2006.

On April 30, 2010, BBII entered into share pledge agreements with BEAM and each of BEAMs eight shareholders.
Pursuant to the share pledge agreements, each shareholder of BEAM agrees to pledge his/her equity interests in BEAM to secure BEAMs payment obligations, including payment of consulting and service fees, under the exclusive business cooperation
agreement between BBII and BEAM described below.

The terms of the Share Pledge Agreements are substantially
the same. Each pledge of shares or equity interests is effective on the date when it is registered with the local administration for industry and commerce and remains effective until all payments due under the exclusive business cooperation
agreements have been fulfilled by the respective SPE. During the term of a pledge, BBII, the pledgee, may dispose of the pledge if the SPE fails to pay the consulting and services fees under the exclusive business cooperation agreement. BBII also
has the right to collect dividends generated by the shares or equity interests pursuant to these pledge agreements. In addition, each shareholder of our PRC SPEs agreed not to transfer or create any new encumbrance adverse to BBII on his/her equity
interest in such SPEs without BBIIs prior written consent. We have registered the pledges of the shares or equity interests in our PRC SPEs with the local administration for industry and commerce.

Agreements that Transfer Economic Benefits from Our PRC SPEs to Us

Exclusive Business Cooperation Agreement

On March 9, 2006, BBII entered into an exclusive business cooperation agreement with BBIT, pursuant to which BBII agreed to provide BBIT, on an exclusive basis, with technical, consulting and other
services in relation to BBITs e-commence and Internet content business. BBIIs services include, among other things, technical services, network support, business consultations, intellectual property licenses, equipment or property
leasing, marketing consultancy, product search and development and system maintenance. In return, BBIT agreed to pay BBII service fees. During the term of this agreement, BBIT agreed not to accept any consultation and/or services provided by any
third party without BBIIs prior written consent. The term of this agreement is 10 years and may be extended upon BBIIs prior written consent. BBII determines the extended term and BBIT agreed to unconditionally accept such extended
term.

The exclusive business cooperation agreement dated March 9, 2006 between BBII and CIG and the
exclusive business cooperation agreement dated April 30, 2010 between BBII and BEAM have terms that are substantially the same as those of the exclusive business cooperation agreement between BBII and BBIT described above.

Exclusive Option Agreements

On March 31, 2009, BBII entered into exclusive option agreements with BBIT and each of BBITs shareholders. Pursuant to these agreements, each of BBITs shareholders irrevocably granted
BBII an exclusive right to purchase, or designate one or more persons to purchase, the equity interests in BBIT then held by such shareholder of BBIT. BBII or its designee may elect to purchase such equity interests at any time, once or at multiple
times, in part or in whole at its own sole and absolute discretion to the extent permitted by the PRC laws. Unless an appraisal is required by any applicable PRC laws, the purchase price shall equal the actual capital contribution paid in the
registered capital of BBIT by BBITs shareholders. As agreed in the loan agreements



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between BBII and BBITs shareholders, upon BBIIs exercise of its option to purchase the equity interests in BBIT, BBII may elect to pay for the purchase by canceling the outstanding
amount of loans owed by BBITs shareholders to BBII. The terms of these agreements are 10 years. The agreements may be renewed for an additional 10 years at BBIIs discretion. These agreements amended and replaced the exclusive
option agreements among BBII, CIG and CIGs shareholders dated March 9, 2006.

On March 31,
2009, BBII entered into exclusive option agreements with CIG and each of CIGs shareholders, which amended and replaced the previous exclusive option agreement dated March 9, 2006. On April 30, 2010, BBII entered into exclusive option
agreements with BEAM and each of BEAMs shareholders. The terms of these agreements are substantially the same as the exclusive option agreements among BBII, BBIT and each of BBITs shareholders described above.

As a result of these contractual arrangements, we control our SPEs and have consolidated the financial information of
these SPEs and their subsidiaries into our consolidated financial statements in accordance with IFRS. We have been advised by our PRC counsel, Han Kun Law Offices, that each of such contractual agreements for operating our business in China
(including our corporate structure and contractual arrangements with the SPEs) complies with all applicable existing PRC laws, rules and regulations, and does not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules
or regulations.

However, we cannot assure you that the PRC regulatory authorities will not adopt any new
regulations to restrict or prohibit foreign investment in Internet and online Internet and advertising businesses through contractual arrangements in the future, or will not determine that our corporate structure and contractual arrangements violate
the PRC laws, rules or regulations. See Item 3. Risk FactorsRisks Related to Our Corporate StructureIf the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply
with applicable PRC governmental restrictions on foreign investment in Internet content and marketing services, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be
forced to relinquish our interests in those operations and Risk FactorsRisks Related to Doing Business in ChinaUncertainties with respect to the PRC legal system could limit the protection available to you and us.

For further disclosure on related party transactions, see Item 18 Financial
StatementsNotes to the financial statementsNote 21.



|C. | Interests of Experts and Counsel
|-- | --------------------------------

Not applicable.



|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------



|A. | Consolidated Statements and Other Financial Information
|-- | -------------------------------------------------------

See Item 18 Financial Statements.

Legal and Administrative Proceedings

We may from time to time be subject to various legal or administrative proceedings, either as plaintiff or defendant, arising in the ordinary course of our business. We are not currently a party to, nor
are we aware of, any legal proceeding, investigation or claim that, in the view of our management, is likely to materially and adversely affect our business, financial position or results of operations.



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Dividend Policy

We are a Cayman Islands holding company and substantially all of our operations are conducted through our PRC subsidiary,
BBII, and our SPEs. We rely principally on dividends paid to us by our PRC subsidiary for our cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, service any debt we may incur and pay
our operating expenses. In China, the payment of dividends is subject to certain limitations. PRC regulations currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and
regulations. In addition, foreign-invested enterprises in China are required to allocate at least 10% of its after-tax profit based PRC accounting standards to its statutory general reserves each year until the accumulative amount of the reserves
reaches 50% of its registered capital. BBII, as a foreign-invested enterprise, is required to set aside funds for employee bonus and welfare fund from its after-tax profits each year at percentages determined at its sole discretion. These reserves
are not distributable as cash dividends.

BBII had accumulated profits amounting to RMB56.9 million (US$9.0
million) as of December 31, 2011 pursuant to PRC Accounting Standards. Therefore, BBII appropriated reserves amounting to RMB5.7 million (US$0.9 million) as of December 31, 2011. The accounting policies applied by BBII in preparing its
financial statements under PRC accounting standards are materially consistent with our accounting policies under IFRS. There is no material difference between the accumulated profits of BBII determined under PRC accounting standards and the
accumulated profits of BBII consolidated by us under IFRS. For a description of how earnings are transferred from our PRC subsidiary, BBII, and our SPEs to us, see Item 7.B Related Party TransactionsContractual Arrangements with our PRC
Special Purpose Entities and Their Shareholders.

In addition, we do not have any present plan to pay
cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Our board of directors has significant discretion on whether to distribute dividends. Even if our board of directors
decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial position, contractual restrictions and other factors that the board of directors may
deem relevant. If we pay any dividends, the depositary will distribute such payments to our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable
thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.



|B. | Significant Changes
|-- | -------------------

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.



|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------



|A. | Offering and Listing Details
|-- | ----------------------------

See C. Markets.



|B. | Plan of Distribution
|-- | --------------------

Not applicable.



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|C. | Markets
|-- | -------

Our ADSs, each representing one ordinary share, has been listed on the NYSE since November 17, 2010 and trade under the symbol BITA. The following table provides the high and low trading
prices for our ADSs on the NYSE for the periods indicated.



|                                                |  |               |       |  |     |  |       | 
|----------------------------------------------- |  | ------------- | ----- |  | --- |  | ----- | 
|                                                |  | Trading Price |      
|                                                |  | High          |       |  | Low | 
|                                                |  | US$           |       |  | US$ | 
|2010                                            |  |               |       |  |     |  |       | 
|Fourth Quarter of 2010 (from November 17, 2010) |  |               | 14.39 |  |     |  | 8.11  | 
|November 2010 (from November 17, 2010)          |  |               | 14.39 |  |     |  | 11.55 | 
|December 2010                                   |  |               | 13.25 |  |     |  | 8.11  | 
|2011                                            |  |               |       |  |     |  |       | 
|First Quarter of 2011                           |  |               | 12.71 |  |     |  | 8.35  | 
|Second Quarter of 2011                          |  |               | 12.2  |  |     |  | 5.83  | 
|Third Quarter of 2011                           |  |               | 7.82  |  |     |  | 5.57  | 
|Fourth Quarter of 2011                          |  |               | 6.33  |  |     |  | 3.73  | 
|Monthly Highs and Lows                          |  |               |       |  |     |  |       | 
|October 2011                                    |  |               | 6.33  |  |     |  | 4.82  | 
|November 2011                                   |  |               | 6     |  |     |  | 3.73  | 
|December 2011                                   |  |               | 5.1   |  |     |  | 3.89  | 
|2012                                            |  |               |       |  |     |  |       | 
|First Quarter of 2012                           |  |               | 4.55  |  |     |  | 3.50  | 
|Monthly Highs and Lows                          |  |               |       |  |     |  |       | 
|January 2012                                    |  |               | 4.55  |  |     |  | 3.50  | 
|February 2012                                   |  |               | 5.40  |  |     |  | 4.30  | 
|March 2012                                      |  |               | 5.97  |  |     |  | 3.99  | 
|April 2012 (through April 25, 2012)             |  |               | 5.34  |  |     |  | 4.30  | 



|D. | Selling Shareholders
|-- | --------------------

Not applicable.



|E. | Dilution
|-- | --------

Not applicable.



|F. | Expenses of the Issue
|-- | ---------------------

Not applicable.



|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------



|A. | Share Capital
|-- | -------------

Not applicable.



|B. | Memorandum and Articles of Association
|-- | --------------------------------------

We are a Cayman Islands company and our affairs are governed by our memorandum and articles of association and the
Companies Law (2011 Revision) of the Cayman Islands, which is referred to as the Companies Law below. The following are summaries of material provisions of our amended and restated



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memorandum and articles of association in effect as of the date of this annual report insofar as they relate to the material terms of our ordinary shares.

Registered Office and Objects

Our registered office in the Cayman Islands is located at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman
Islands, or at such other place as our board of directors may from time to time decide. The objects for which our company is established are unrestricted and we have and are capable of exercising all the functions of a natural person of full
capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Law.

Board
of Directors

A director is not required to hold any shares in our company by way of qualification. A
director may vote with respect to any contract, proposed contract or arrangement in which he is materially interested provided the nature of his interest is disclosed prior to voting. A director may exercise all the powers of our company to borrow
money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of our company or of any third party. The directors may receive such remuneration
as our board may from time to time determine. There is no age limit requirement with respect to the retirement or non-retirement of a director. See also Item 6. Directors, Senior Management and EmployeesC. Board PracticesDuties of
Directors and Terms of Directors and Officers.

Ordinary Shares

General. All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing
the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Law and to our amended and restated
memorandum and articles of association.

Voting Rights. Each ordinary share is entitled to one
vote on all matters upon which the ordinary shares are entitled to vote. Voting at any shareholders meeting is by show of hands unless required by the rules of the listing exchange or a poll is demanded. A poll may be demanded by the chairman
of such meeting or any one shareholder present in person or by proxy.

An ordinary resolution to be passed by
the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast
attaching to the ordinary shares. A special resolution is required for important matters such as amending our amended and restated memorandum and articles of association. Holders of the ordinary shares may effect certain changes by ordinary
resolution, including increasing the amount of our authorized share capital, consolidate and divide all or any of our share capital into shares of larger amount than our existing share capital, and cancel any shares.

Transfer of Shares. Subject to the restrictions contained in our amended and restated memorandum and articles
of association, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors. Our board of directors may, in its sole
discretion, decline to register any transfer of any ordinary share. Our directors may also decline to register any transfer of any ordinary share unless (a) the instrument of transfer is lodged with us, accompanied by the certificate for the
ordinary shares to which it relates and such other evidence as our board



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of directors may reasonably require to show the right of the transferor to make the transfer; (b) the instrument of transfer is in respect of only one class of ordinary shares; (c) the
instrument of transfer is properly stamped, if required; (d) the ordinary shares transferred are fully paid and free of any lien in favor of us; (e) in the case of a transfer to joint holders, the number of joint holders to whom the
ordinary share is to be transferred does not exceed four; or (f) any fee related to the transfer has been paid to us.

If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of
such refusal. The registration of transfers may, after compliance with any notice requirements of the NYSE, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided,
however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among the holders of ordinary
shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by
our shareholders proportionately.

Redemption of Shares. Subject to the provisions of the
Companies Law and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the board of
directors.

Variations of Rights of Shares. All or any of the special rights attached to any class
of shares may, subject to the provisions of the Companies Law, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any
class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such
previously existing class of shares.

Inspection of Books and Records. Holders of our ordinary
shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we have in our amended and restated memorandum and articles of association provided our
shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements. See Where You Can Find Additional Information.

Anti-Takeover Provisions. Some provisions of our amended and restated memorandum and articles of association
may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:



| |  |  | authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and
restrictions of such preference shares without any further vote or action by our shareholders; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limit the ability of shareholders to call special meetings of shareholders.
| | - |  | ---------------------------------------------------------------------------

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our
memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

General Meetings of Shareholders. Shareholders meetings may be convened by a majority of our board of directors or our chairman. Advance notice of at least ten clear days is required for
the convening of our annual general shareholders meeting and any other general meeting of our shareholders. A quorum for a meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than one-third
in nominal value of the total issued voting shares in our company.



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|C. | Material Contracts
|-- | ------------------

Our digital marketing solutions business provides services to FAW Mazda pursuant to a framework Internet Marketing Service Agreement, which term starts on January 1 each year and ends on
December 31 of the same year. This agreement has been renewed on similar terms and conditions over the past three years and has been renewed for 2012 as well. Under this agreement, FAW Mazda agrees not to source Internet marketing services from
other companies unless we fail to meet its requirements and are unable to remediate such failure or materially breach this agreement which causes significant losses to FAW Mazda. In return, we agree that our digital marketing solutions business will
not provide the same type of services listed in the agreement to four automakers that directly compete with FAW Mazda.

In June 2011, we entered into an agreement with Baidu Inc., the leading Chinese language Internet search provider, to be the exclusive supplier of auto-related content for Aladdin, Baidus open data
platform. Pursuant to the year-long agreement, effective from June 1, 2011, we provide selected auto-related content, including auto listings, pictures, reviews, and dealer information to enhance Aladdin-enabled search research results, which
include real-time, dynamic and interactive content alongside static search results. When Baidu users search for auto-related information, Baidu agreed to exclusively display relevant content provided by us in the Aladdin-enabled section of the
search results page. The agreement expires on May 31, 2012.

We have not entered into any other material
contracts other than in the ordinary course of business and other than those described in Item 7. Major Shareholders and Related Party TransactionsB. Related Party Transactions or elsewhere in this annual report on Form 20-F.



|D. | Exchange Controls
|-- | -----------------

See Item 4. Information on the CompanyB. Business OverviewRegulationRegulations on Foreign Currency Exchange.



|E. | Taxation
|-- | --------

The following discussion of the material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations
thereof in effect as of the date of this annual report on Form 20-F, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax
consequences under state, local and other tax laws. Accordingly, each investor should consult its own tax advisor regarding the tax consequences of an investment in our ADSs or ordinary shares applicable under its particular circumstances.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty.
There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. The Cayman
Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Council:



| | (1) | that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or
our operations; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (2) | that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our shares, debentures or other
obligations.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------

The undertaking for us is for a period of twenty years from August 24,
2010.

Peoples Republic of China Taxation

Under the new Enterprise Income Tax Law, or EIT Law, and its implementation rules, enterprises established under the laws
of jurisdictions outside China with their de facto management bodies located within China may be considered to be PRC tax resident enterprises for tax purposes. We are a holding company incorporated in the Cayman Islands, which
indirectly holds, through our Hong Kong subsidiary, 100% of our equity interests in our subsidiary in the PRC. Our business operations are principally conducted through our PRC subsidiary and its SPEs and most of our directors and management staff
are PRC nationals. If we are considered a PRC tax resident enterprise under the above definition, then our global income will be subject to PRC enterprise income tax at the rate of 25%. Further, the EIT Law and the implementation rules provide that
an income tax rate of 10% may be applicable to China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its overseas parent that is not a PRC resident enterprise, which (i) do not have an establishment or place
of business in the PRC or (ii) have an establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment or place of business, unless there are applicable treaties that reduce such rate.
Under a special arrangement between China and Hong Kong, such dividend withholding tax rate is reduced to 5% if a Hong Kong resident enterprise owns more than 25% of the equity interest in the PRC company distributing the dividends and is determined
by the competent PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement between Hong Kong and Mainland China and other applicable PRC laws. As our Hong Kong subsidiary owns 100% of our PRC
subsidiary, under the aforesaid arrangement, any dividends that our PRC subsidiary pay our Hong Kong subsidiary may be subject to a withholding tax at the rate of 5% if our Hong Kong subsidiary is not considered to be a PRC tax resident enterprises
as described below and is determined by the competent PRC tax authority to have satisfied relevant conditions and requirements. However, if our Hong Kong subsidiary is not considered to be the beneficial owners of such dividends under a tax notice
promulgated on October 27, 2009 or is determined by the competent PRC tax authority not to have satisfied any other relevant condition or requirement, such dividends would be subject to the withholding tax rate of 10%.

The implementation rules of the new Enterprise Income Tax Law provide that (i) if the enterprise that distributes
dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how
domicile may be interpreted under the EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for tax purposes, any dividends we pay
to our overseas shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate
of up to 10% if such shareholders are non-PRC resident enterprises or up to 20% if such shareholders are non-PRC resident individuals, subject to reduction by an applicable treaty.

See Risk FactorsRisks Related to Doing Business in ChinaDividends we receive from our subsidiary
located in the PRC may be subject to PRC withholding tax.

Material United States Federal Income Tax Considerations

The following is a summary of the material U.S. federal income tax considerations relating to the
acquisition, ownership and disposition of our ADSs or ordinary shares by a U.S. Holder (as defined below) that will acquire our ADSs or ordinary shares and will hold our ADSs or ordinary shares as capital assets (generally, property
held for investment) under the United States Internal Revenue Code of 1986, as amended (the Code). This summary is based upon existing United States federal tax law, including the Code, its legislative history, existing, temporary and
proposed regulations thereunder, published rulings and court



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decisions, all of which are subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the IRS with respect to any U.S. federal income tax
consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular investors in light
of their individual investment circumstances, including investors subject to special tax rules (for example, banks, financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, traders
in securities that elect mark-to-market treatment, partnerships (or other entities treated as partnerships for U.S. federal income tax purposes) and their partners and tax-exempt organizations (including private foundations)), holders who are not
U.S. Holders, holders who own (directly, indirectly or constructively) 10% or more of our voting stock, holders who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation, investors that will
hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, certain expatriates or former long-term residents of the United States, governments
or agencies or instrumentalities thereof, or investors that have a functional currency other than the United States dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. This summary does not address
holders of equity interests in a holder of ADSs or ordinary shares. In addition, this summary does not discuss any United States federal estate, gift or alternative minimum tax consequences or any non-United States (except for the limited instances
where PRC tax law and potential PRC taxes are discussed), state or local tax considerations. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local and non-United States income and other tax
considerations of an investment in our ADSs or ordinary shares.

General

For purposes of this summary, a U.S. Holder is a beneficial owner of our ADSs or ordinary shares that is,
for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under
the law of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust (A) the
administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly
elected to be treated as a United States person under the Code.

If a partnership (or other entity treated as
a partnership for U.S. federal income tax purposes) is a beneficial owner of our ADSs or ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.
If a U.S. Holder is a partner of a partnership holding our ADSs or ordinary shares, the U.S. Holder is urged to consult its tax advisor regarding an investment in our ADSs or ordinary shares.

The discussion below assumes that the representations contained in the deposit agreement are true and that the
obligations in the deposit agreement and any related agreement have been and will be complied with in accordance with the terms.

For U.S. federal income tax purposes, a U.S. Holder of ADSs will be treated as the beneficial owner of the underlying shares represented by the ADSs.

Passive Foreign Investment Company Considerations

A non-United States corporation, such as our company, will be classified as a passive foreign investment
company (a PFIC), for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of passive income (the income test) or
(ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for



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the production of passive income (the asset test). Passive income is any income that would be foreign personal holding company income under the Code including, without limitation,
dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income, net gains from commodity transactions, net foreign currency gains and income from notional principal contracts. For this
purpose, cash and assets readily convertible into cash are categorized as a passive asset and the companys unbooked intangibles are taken into account. We will be treated as owning a proportionate share of the assets and earning a
proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.

Although the law in this regard is unclear, we treat Beijing Bitauto Information Technology Company Limited, or BBIT, Beijing C&I Advertising Company Limited, or CIG, and Beijing Easy Auto Media Co.,
Ltd., or BEAM, as being owned by us for U.S. federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of its economic benefits, and, as a
result, we consolidate their results of operations in our consolidated financial statements. If it were determined, however, that we are not the owner of the above entities for U.S. federal income tax purposes, we would likely be treated as a PFIC
for our taxable year ended December 31, 2012, and any subsequent taxable year.

Assuming that we are the
owner of BBIT, CIG and BEAM for U.S. federal income tax purposes, we primarily operate as a provider of Internet marketing services for Chinas automotive industry. Although not free from doubt, based on the market value of our ADSs and
ordinary shares, the composition of our assets and income and our operations, we do not expect to be classified as a PFIC for our taxable year ended December 31, 2011. However, it is reasonably likely, though not assured, that we will be classified
as a PFIC for our taxable year ending December 31, 2012 and hence, subsequent taxable years. Despite our expectation, there can be no assurance that we will or will not be a PFIC for 2011, 2012, or any subsequent taxable years, as PFIC status is
retested each year and depends on the actual facts in such year. Among other matters, if our market capitalization declines, we may be or become classified as a PFIC for the current or one or more future taxable years.

Furthermore, because there are uncertainties in the application of the relevant rules, it is possible that the IRS may
successfully challenge our classification of certain income and assets as non-passive, which may result in our company becoming classified as a PFIC for the current or subsequent taxable years. If we are classified as a PFIC for any year during
which a U.S. Holder holds our ADSs or ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or ordinary shares and such a U.S Holder will become subject to
special rules discussed below. U.S Holders are urged to consult with their tax advisors regarding the consequences of potentially holding an interest in a PFIC, and the ramifications of making a deemed sale election, as discussed further
below.

The discussion below under Dividends and Sale or Other Disposition of ADSs or
Ordinary Shares is written on the basis that we will not be classified as a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply if we are classified as a PFIC for our current or subsequent taxable years are
generally discussed below under Passive Foreign Investment Company Rules.

Dividends

Any cash distributions (including the amount of any PRC tax withheld) paid on our ADSs or ordinary shares out of our
current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the
U.S. Holder, in the case of ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution paid will generally be
treated as a dividend for U.S. federal income tax purposes. For taxable years beginning before January 1, 2013, a non-corporate recipient of dividend income generally will be subject to tax on dividend income from a qualified
foreign corporation at a maximum United States federal



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tax rate of 15% rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period requirements are met. A non-United States corporation (other than a
corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of a
comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (ii) with respect to any
dividend it pays on stock (or ADSs in respect of such stock) which are readily tradable on an established securities market in the United States. For this purpose, ADSs listed on the New York Stock Exchange or the NASDAQ Global Market will generally
be considered to be readily tradable on an established securities market in the United States. You should consult your tax advisor regarding the availability of the lower rate for dividends paid with respect to our ADSs or ordinary shares.

In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law, a
U.S. Holder may be subject to PRC withholding taxes on dividends paid on both our ADSs or ordinary shares. See Item 10. Additional Information.E. TaxationPRC Taxation. We may, however, be eligible for the benefits of the
United States-PRC income tax treaty. If we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by the ADSs, would be eligible for the reduced rates of taxation.

Dividends generally will be treated as income from foreign sources for United States foreign tax credit purposes and
generally will constitute passive category income. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our ADSs or
ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld, may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholdings, but only for a year in which such
U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under
their particular circumstances.

Sale or Other Disposition of ADSs or Ordinary Shares

A U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs or ordinary
shares in amounts equal to the difference between the amount realized upon the disposition and the U.S. Holders adjusted tax basis in such ADSs or ordinary shares. Any capital gain or loss will be long-term if the ADSs or ordinary shares
have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers are currently eligible for reduced rates of taxation. In
the event that gain from the disposition of the ADSs or ordinary shares is subject to tax in the PRC, such gain may be treated as PRC source gain under the United States-PRC income tax treaty. The deductibility of a capital loss is subject to
limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign withholding tax is imposed on a disposition of our ADSs or ordinary shares, including the availability of the foreign tax credit under
their particular circumstances.

Passive Foreign Investment Company Rules

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, and
unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special U.S. federal income tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on
(i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding
taxable years or, if shorter, the U.S. Holders holding period for the ADSs or ordinary shares), and (ii) any gain realized on the sale or other disposition, including a pledge, of ADSs or ordinary shares. Under the PFIC rules the:



| |  |  | excess distribution or gain will be allocated ratably over the U.S. Holders holding period for the ADSs or ordinary shares;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



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| |  |  | amounts allocated to the current taxable year and any taxable years in the U.S. Holders holding period prior to the first taxable year in
which we are classified as a PFIC (a pre-PFIC year) will be taxable as ordinary income;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | amounts allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate
in effect applicable to the U.S. Holder for that year; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than the
current taxable year or a pre-PFIC year.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If we are a PFIC for any taxable year during which
a U.S. Holder holds our ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of each such non-United States
subsidiary classified as a PFIC for purposes of the application of these rules. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

If we are classified as a PFIC, our ADSs or ordinary shares generally will continue to be treated as shares in a PFIC for
all succeeding years during which a U.S. Holder holds our ADSs or ordinary shares, unless we cease to be a PFIC and the U.S. Holder makes a deemed sale election with respect to the ADSs or ordinary shares. If you make a deemed sale
election, you will be deemed to have sold the ADSs or ordinary shares you hold at their fair market value as of the last day of the last year during which we were a PFIC. Any gain from such deemed sale would be taxed as an excess distribution as
described above. You are urged to consult your tax adviser regarding our possible status as a PFIC as well as the benefit of making a deemed sale election.

As an alternative to the foregoing rules, a U.S. Holder of marketable stock (as defined below) in a PFIC may make a mark-to-market election for such stock in a PFIC to elect out of the
tax treatment discussed in the two preceding paragraphs. If a U.S. Holder makes a valid mark-to-market election with respect to our ADSs, the U.S. Holder will generally (i) include as ordinary income for each taxable year that we are
a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the fair
market value of such ADSs held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holders adjusted tax basis in the ADSs would be
adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the
U.S. Holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder
recognizes upon the sale or other disposition of our ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market
election. In the case of a U.S. Holder who has held ADSs or ordinary shares during any taxable year in respect of which we were classified as a PFIC and continues to hold such ADSs or ordinary shares (or any portion thereof) and has not
previously determined to make a mark-to-market election, and who is now considering making a mark-to-market election, special tax rules may apply relating to purging the PFIC taint of such ADSs or ordinary shares.

The mark-to-market election is available only for marketable stock, which is stock that is traded in other
than de minimis quantities on at least 15 days during each calendar quarter (regularly traded) on a qualified exchange or other market, as defined in applicable Treasury regulations. We expect that the ADSs will continue to be
listed on the New York Stock Exchange, which is a qualified exchange for these purposes, and, consequently, assuming that the ADSs are regularly traded, if you are a holder of ADSs, it is expected that the mark-to-market election would be available
to you were we to become a PFIC.

Because a mark-to-market election cannot be made for any
lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holders indirect interest in any investments held by us that are treated as an equity interest in a PFIC for
U.S. federal income tax purposes.



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The QEF election regime, which may potentially serve as a
further alternative to the foregoing rules, will not be available. Subject to various limitations, a U.S. Holder may make a qualified electing fund election, or QEF election, with respect to a PFIC in which the
U.S. Holder directly or indirectly owns shares. If a U.S. Holder timely makes a valid QEF election, such holder must generally include in income, on a current basis, its pro rata share of the PFICs net capital gain and other earnings
and profits, in each case whether or not such income is actually distributed, for each year the corporation meets the PFIC income test or the PFIC asset test. In such case, a subsequent distribution of those earnings and profits that were previously
included in the U.S. Holders income will not be taxable as dividends. Under the QEF election rules, the tax basis of a U.S. Holders ADSs or ordinary shares will be increased by amounts that are included in income, and decreased
by amounts distributed on ADSs or ordinary shares but not taxed as dividends. A U.S. Holder may elect to defer actual payment of the tax liability arising from certain non-passive income until the PFIC makes actual distributions of
amounts previously deemed included in such U.S. Holders income, subject to an interest charge generally applicable to underpayments of tax on such deferred tax liability. Notwithstanding the foregoing, a U.S. Holder may be required
to report taxable income as a result of the QEF election without corresponding receipts of cash. No portion of any such ordinary earnings inclusions would be eligible for the reduced 15% tax rate on non-corporate taxpayers in respect of
qualified dividends. A QEF election would only be possible for a U.S. Holder if the PFIC furnished such U.S. Holder with certain information, including statements with sufficient information to enable the holder to calculate
its pro rata share of the PFICs net capital gains and ordinary earnings on an annual basis. Because we do not intend to provide the information necessary to enable a U.S. Holder to make a QEF election, the QEF election will not be
available to U.S. Holders.

If a U.S. Holder owns our ADSs or ordinary shares during any taxable
year that we are a PFIC, the holder may be required to file an annual IRS Form 8621. Each U.S. Holder is urged to consult its tax advisor concerning the U.S. federal income tax consequences of purchasing, holding and disposing ADSs or
ordinary shares if we are or become classified as a PFIC, including the possibility of making a mark-to-market election and the unavailability of the QEF election.

Information Reporting and Backup Withholding

Pursuant to the Hiring Incentives to Restore Employment Act of 2010 and recently promulgated temporary regulations
thereunder, individual U.S. Holders and certain entities may be required to submit to the IRS certain information with respect to his or her beneficial ownership of the ADSs or ordinary shares, if such ADSs or ordinary shares are not held on his or
her behalf by a financial institution. This new law also imposes penalties if an individual U.S. Holder is required to submit such information to the IRS and fails to do so.

Dividend payments with respect to the ADSs or ordinary shares and proceeds from the sale, exchange or redemption of the
ADSs or ordinary shares may be subject to information reporting to the IRS and possible United States backup withholding at a rate of 28%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer
identification number and makes any other required certification, or who is otherwise exempt from backup withholding. U.S. Holders that are required to establish their exempt status generally must provide such certification on IRS
Form W-9. U.S. Holders should consult their tax advisors regarding the application of the United States information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a
U.S. Holders U.S. federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the Internal
Revenue Service and furnishing any required information.

Pursuant to the Hiring Incentives to Restore
Employment Act of 2010 and recently promulgated temporary regulations thereunder, individual U.S. Holders and certain entities may be required to submit to the IRS certain information with respect to his or her beneficial ownership of the ADSs or
ordinary shares, if such ADSs or



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ordinary shares are not held on his or her behalf by a financial institution. This new law also imposes penalties if an individual U.S. Holder is required to submit such information to the IRS
and fails to do so.



|F. | Dividends and Paying Agents
|-- | ---------------------------

Not applicable.



|G. | Statement by Experts
|-- | --------------------

Not applicable.



|H. | Documents on Display
|-- | --------------------

We previously filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the offering of our ordinary shares represented by ADSs.

We are subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year for fiscal
years, which is December 31. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.
Copies of reports and other information, when filed, may also be inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The
public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of
quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

We will furnish Citibank, N.A., the depositary of our ADSs, with our annual reports, which will include a review of
operations and annual audited consolidated financial statements prepared in conformity with IFRS, and all notices of shareholders meetings and other reports and communications that are made generally available to our shareholders. The
depositary will make such notices, reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders meeting received by the
depositary from us.



|A. | Subsidiary Information
|-- | ----------------------

See Item 4. Information on the CompanyC. Organizational Structure.



|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Foreign Exchange Risk

Our presentation currency is Renminbi. The functional currency of our holding company Bitauto Holdings Limited and our wholly owned subsidiary Bitauto Hong Kong Limited is U.S. dollar, while the
functional currency of our PRC subsidiary and consolidated SPEs is Renminbi. We earn all of our revenues and incur most of our expenses in Renminbi, and substantially all of our services contracts are denominated in Renminbi. We do not believe that
we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our exposure to such risk. Although in general, our exposure to foreign exchange risks should be limited, the value of
your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the Renminbi because the value of our business is effectively denominated in Renminbi, while the ADSs will be traded in U.S. dollars.



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The value of the Renminbi against the U.S. dollar and other currencies may
fluctuate and is affected by, among other things, changes in Chinas political and economic conditions. The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the Peoples Bank of China. The
PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation was halted and the exchange rate between the Renminbi and the U.S. dollar
remained within a narrow band. As a consequence, the Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with the U.S. dollar. Since June 2010, the PRC government has allowed the Renminbi to
appreciate slowly against the U.S. dollar again. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. The renminbi appreciated by 4.6%
against the U.S. dollar in 2011. There still remains significant international pressure on the Chinese government to adopt a substantial liberalization of its currency policy, which could result in further appreciation in the value of the Renminbi
against the U.S. dollar.

There remains significant international pressure on the PRC government to adopt a
substantial liberalization of its currency policy, which could result in further appreciation in the value of the Renminbi against the U.S. dollar. To the extent that we need to convert U.S. dollars into RMB for capital expenditures and working
capital and other business purposes, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of
making payments for dividends on our ordinary shares or ADSs, strategic acquisitions or investments or other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us.

Interest Risk

Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. We have not used derivative financial
instruments in our investment portfolio. Interest earning instruments carry a degree of interest rate risk. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our
future interest income may fall short of expectations due to changes in market interest rates.

See
Item 18 Financial StatementsNotes to the financial statementsNote 23.



|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|-------- | ------------------------------------------------------



|A. | Debt Securities
|-- | ---------------

Not applicable.



|B. | Warrants and Rights
|-- | -------------------

Not applicable.



|C. | Other Securities
|-- | ----------------

Not applicable.



|D. | American Depositary Shares
|-- | --------------------------

Fees and Charges our ADS Holders May Have to Pay

Citibank,
N.A., the depositary of our ADS program, collects fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from



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intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable
property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The
depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. Citibanks principal executive office is located at 388 Greenwich Street, New York, New York, 10013. The depositary bank typically
appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank Hong Kong, located at 10/F, Harbour Front (II), 22, Tak Fung Street, Hung Hom, Kowloon, Hong Kong. As an ADS holder, you will be required to pay the
following service fees to the depositary bank:



|                                                                                                       |  |                                                                                               
|------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------
|Service                                                                                                |  | Fees                                                                                          
|    Issuance of ADSs                                                                                  |  | Up to U.S. 5¢ per ADS issued                                                                  
|    Cancellation of ADSs                                                                              |  | Up to U.S. 5¢ per ADS canceled                                                                
|    Distribution of cash dividends or other cash distributions                                        |  | Up to U.S. 5¢ per ADS held                                                                    
|    Distribution of ADSs pursuant to stock dividends, free stock distributions or exercise of
rights. |  | Up to U.S. 5¢ per ADS held                                                                    
|    Distribution of securities other than ADSs or rights to purchase additional ADSs                  |  | Up to U.S. 5¢ per ADS held                                                                    
|    Depositary services                                                                               |  | Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary bank
|    Transfer of ADSs                                                                                  |  | U.S.$1.50 per certificate presented for transfer                                              

As an ADS holder you will also be responsible to pay certain fees and expenses incurred
by the depositary bank and certain taxes and governmental charges such as:



| |  |  | fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands
(i.e. upon deposit and withdrawal of ordinary shares);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | expenses incurred for converting foreign currency into U.S. dollars;
| | - |  | --------------------------------------------------------------------



| |  |  | expenses for cable, telex and fax transmissions and for delivery of securities;
| | - |  | -------------------------------------------------------------------------------



| |  |  | taxes and duties upon the transfer of securities (i.e. when ordinary shares are deposited or withdrawn from deposit); and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.
| | - |  | ------------------------------------------------------------------------------------------------------

Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the
brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their
clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

The Depositary fees payable for cash distributions are generally deducted from the cash being distributed. In
the case of distributions other than cash (i.e., stock dividend, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor
(whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally
collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients ADSs
in DTC accounts in turn charge their clients accounts the amount of the fees paid to the depositary banks.



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In the event of refusal to pay the depositary fees, the depositary bank may,
under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the
depositary. You will receive prior notice of such changes.

Fees and Other Payments Made by the Depositary to Us

The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program
established pursuant to the deposit agreement, by making available a portion of the depositary fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary may agree from time to time.
Since the completion of our initial public offering in November 2010, we have received approximately US$1.2 million, net of applicable withholding taxes in the U.S., from the depository as reimbursement for our expenses incurred in connection with
the establishment and maintenance of the ADS program.



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PART II



|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|-------- | -----------------------------------------------

None.



|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------

See Item 10. Additional Information for a description of the rights of securities holders, which remain
unchanged.

The following Use of Proceeds information relates to the registration statement on
Form F-1, as amended for our initial public offering of 9,000,000 ADSs, representing 9,000,000 ordinary shares, which registration statement was declared effective by the SEC on November 16, 2010.

For the period from the effective date of the registration statement to December 31, 2011, our expenses incurred and
paid to others in connection with the issuance and distribution of the ADSs totaled US$0.5 million for other expenses. We received net proceeds of approximately US$96.4 million (converted using the exchange rate on the date of our initial public
offering) from our initial public offering.

For the period from the effective date to December 31, 2011,
we did not use a substantial portion of the net proceeds received from our initial public offering.



|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

Our
management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as
of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our management has concluded that, as of December 31, 2011, our disclosure controls and procedures were
effective to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and
that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions
regarding required disclosure.

Managements Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined under Rule 13(a)-15(f) and 15(d)-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reports and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a material effect on the financials.



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Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Management, under the supervision and with the participation of our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee on Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework
, our management concluded that, as of December 31, 2011, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with IFRS.

The effectiveness of our internal control over financial
reporting as of December 31, 2011 has been audited by Ernst & Young Hua Ming, an independent registered public accounting firm, as stated in their attestation report thereon which appears herein.

Changes in Internal Control Over Financial Reporting

During the year ended December 31, 2011, we have provided training to our tax and finance personnel to improve their
knowledge of IFRS and SEC reporting requirements; developed, communicated and implemented a comprehensive accounting policy and procedure with full coverage on recurring and non-recurring and complex transactions; and established effective
monitoring and oversight controls for our financial statement closing process.

Except for the matters
described above to improve our internal control over financial reporting, there were no changes in our internal control over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Report of
Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Bitauto Holdings Limited

We have audited Bitauto Holdings Limiteds (the Company) internal control over financial
reporting as of December 31, 2011, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Companys management is
responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Managements Annual Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable



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assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.

Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion,
Bitauto Holdings Limited maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated statements of financial position of Bitauto Holdings Limited as of December 31, 2010 and 2011, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the
period ended December 31, 2011 of Bitauto Holdings Limited and our report dated April 26, 2012, expressed an unqualified opinion thereon.

/s/ Ernst & Young Hua Ming

Beijing, Peoples
Republic of China

April 26, 2012



|ITEM 16. | [RESERVED]
|-------- | ----------



|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------

Our board of directors has determined that Sidney Xuande Huang, an independent director (under the standards set forth in Section 303A of the NYSE Listed Company Manual and Rule 10A-3 under the
Exchange Act) and the chairman of our audit committee, is our audit committee financial expert.



|ITEM 16B. | CODE OF ETHICS
|--------- | --------------

Our board of directors has adopted a code of ethics that applies to our directors, officers, employees and agents, including certain provisions that specifically apply to our chief executive officer,
chief financial officer and any other persons who perform similar functions for us. We have posted a copy of our code of business conduct and ethics on our website at http://ir.bitauto.com. We hereby undertake to provide to any person without
charge a copy of our code of business conduct and ethics within ten working days after we receive such persons written request.



|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

The following table sets forth the aggregate fees by categories specified below in connection with certain professional
services rendered by Ernst & Young Hua Ming, our independent registered public accounting firm, for the periods indicated. We did not pay any other fees to our independent registered public accounting firm during the periods indicated
below.



|                      |  |                                 |       |  |      |  |     | 
|--------------------- |  | ------------------------------- | ----- |  | ---- |  | --- | 
|                      |  | For the Year Ended December 31, |      
|                      |  | 2010                            |       |  | 2011 | 
|                      |  | (In US$ thousands)              |      
|Audit fees(1)         |  |                                 | 318   |  |      |  | 794 | 
|Audit-related fees(2) |  |                                 | 1,376 |  |      |  |    | 
|Tax fees(3)           |  |                                 |      |  |      |  | 13  | 



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|(1) | Audit fees means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for
the audit of our annual financial statements (including the attestation and reporting on the effectiveness of our internal control over financial reporting) and the review of our comparative interim financial statements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit-related fees represents aggregate fees billed for professional services rendered by our principal auditors for the assurance and
related services, which mainly included the issuance of the audit and review of financial statements and other assurance services rendered in connection with our initial public offering in 2010 as well as other SEC filings.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax fees represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm
for tax compliance, tax advice, and tax planning.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The policy of our audit committee is to
pre-approve all audit and non-audit services provided by Ernst & Young Hua Ming, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are
approved by the audit committee prior to the completion of the audit.



|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|--------- | ----------------------------------------------------------

Not applicable.



|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|--------- | ----------------------------------------------------------------------

On August 11, 2011, our board of directors approved a share repurchase program, pursuant to which we were authorized
to purchase our own ADSs with an aggregate value of up to US$10 million within 12 months. The share repurchase program permitted us to purchase shares from time to time on the open market at prevailing market prices, in negotiated transactions off
the market and in block trades, in accordance with applicable securities laws and subject to restrictions regarding price, volume and timing.

As of the date of this annual report on Form 20-F, we have purchased 1,900,556 ADSs under this share repurchase plan.

The following table sets forth a summary of our repurchase of our ADSs made from August 11, 2011 to
December 31, 2011.



|                                       |  |                                  |         |  |                            |  |      |                                                                             |  |  |                                                                                  |  |  |  |              | 
|-------------------------------------- |  | -------------------------------- | ------- |  | -------------------------- |  | ---- | --------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------------------- |  |  |  | ------------ | 
|Period                                 |  | Total Numberof 
ADSsPurchased(2) |         |  | AveragePricePaid PerADS(2) |  |      | Total Numberof ADSsPurchased asPart of PubliclyAnnouncedPlansor Programs(1) |  |  | MaximumDollar Value 
ofADSs that MayYet 
BePurchasedUnder Plans 
orPrograms(US$) | 
|August 11 through August 31, 2011      |  |                                  | 28,568  |  |                            |  | 6.37 |                                                                             |  |  | 28,568                                                                           |  |  |  | 9,816,951.13 | 
|September 1 through September 30, 2011 |  |                                  | 278,182 |  |                            |  | 6.48 |                                                                             |  |  | 306,750                                                                          |  |  |  | 8,005,588.90 | 
|October 1 through October 30, 2011     |  |                                  |        |  |                            |  |     |                                                                             |  |  | 306,750                                                                          |  |  |  | 8,005,588.90 | 
|November 1 through November 30, 2011   |  |                                  | 65,953  |  |                            |  | 4.48 |                                                                             |  |  | 372,703                                                                          |  |  |  | 7,707,178.58 | 
|December 1 through December 30, 2011   |  |                                  | 82,303  |  |                            |  | 4.32 |                                                                             |  |  | 455,006                                                                          |  |  |  | 7,347,712.91 | 
|                                       |  |                                  |         |  |                            |  |      |                                                                             |  |  |                                                                                  |  |  |  |              | 
|Total                                  |  |                                  | 455,006 |  |                            |  | 5.79 |                                                                             |  |  | 455,006                                                                          |  |  |  | 7,347,712.91 | 
|                                       |  |                                  |         |  |                            |  |      |                                                                             |  |  |                                                                                  |  |  |  |              | 



|(1) | On August 11, 2011, our board of directors approved a share repurchase program, under which we may repurchase up to US$10 million worth of our
issued and outstanding ADSs.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | One ADS represents one ordinary share.
|--- | --------------------------------------



121



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|ITEM 16F. | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
|--------- | --------------------------------------------

Not applicable.



|ITEM 16G. | CORPORATE GOVERNANCE
|--------- | --------------------

Certain corporate governance practices in the Cayman Islands, which is our home country, are considerably different than the standards applied to U.S. domestic issuers. We are exempt from certain
corporate governance requirements of the NYSE by virtue of being a foreign private issuer. For example, we are not required to:



| |  |  | have a majority of the board be independent (other than due to the requirements for the audit committee under the United States Securities Exchange
Act of 1934, as amended, or the Exchange Act);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | have regularly scheduled executive sessions with only non-management directors;
| | - |  | -------------------------------------------------------------------------------



| |  |  | have a fully independent corporate governance and nominating committee;
| | - |  | -----------------------------------------------------------------------



| |  |  | have at least one executive session of solely independent directors each year; or
| | - |  | ---------------------------------------------------------------------------------



| |  |  | seek shareholder approval for (i) the implementation and material revisions of the terms of share incentive plans, (ii) the issuance of
more than 1% of our outstanding ordinary shares or 1% of the voting power outstanding to a related party, (iii) the issuance of more than 20% of our outstanding ordinary shares, and (iv) an issuance that would result in a change of
control.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We currently intend to rely on certain exemptions provided by the NYSE to a
foreign private issuer, except that we have a minimum of three members on our audit committee that is fully independent, we have a compensation committee composed entirely of independent directors and we have adopted and disclosed a code of business
conduct and ethics for directors, officers and employees. We have also adopted our corporate governance guidelines and made it publicly available. As a result, our investors may not be provided with the benefits of certain corporate governance
requirements of the NYSE.

A copy of our corporate governance guidelines is available on our website at
http://ir.bitauto.com.



|ITEM 16H. | MINE SAFETY DISCLOSURE
|--------- | ----------------------

Not applicable.



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PART III



|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

We have elected to provide financial statements pursuant to Item 18.



|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

The consolidated financial statements of Bitauto Holdings Limited are included at the end of this annual report.



|ITEM 19. | EXHIBITS
|-------- | --------



|              |  |                                                                                                                                                                                                                                                 
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                         
|              | 
|1.1           |  | Second Amended and Restated Memorandum of Association and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 99.2 to the Form
6-K furnished on November 8, 2011 (File No. 001- 34947))                      
|              | 
|2.1           |  | Registrants Specimen American Depositary Receipt (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1, as amended
(File No. 333- 170238))                                                                
|              | 
|2.2           |  | Registrants Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1, as amended
(File No. 333- 170238))                                                            
|              | 
|2.3           |  | Form of Deposit Agreement, among the Registrant, the depositary and holder of the American Depositary Receipts (incorporated herein by reference to Exhibit 4.3
to the registration statement on Form F-1, as amended (File No. 333- 170238))   
|              | 
|2.4           |  | Shareholders Agreement between the Registrant and other parties therein dated July 8, 2009 (incorporated herein by reference to Exhibit 4.4 to the
registration statement on Form F-1, as amended (File No. 333- 170238))                       
|              | 
|2.5           |  | Amendment to the Shareholders Agreement between the Registrant and other parties therein, dated October 28, 2010 (incorporated herein by reference to
Exhibit 4.5 to the registration statement on Form F-1, as amended (File No. 333- 170238))
|              | 
|4.1           |  | 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1, as amended (File No. 333-
170238))                                                                                       
|              | 
|4.2           |  | 2010 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1, as amended (File No. 333-
170238))                                                                                       
|              | 
|4.3           |  | Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated herein by reference to Exhibit 10.3 to the registration
statement on Form F-1, as amended (File No. 333- 170238))                         
|              | 
|4.4           |  | Form of Employment Agreement between the Registrant and the officers of the Registrant (incorporated herein by reference to Exhibit 10.4 to the registration
statement on Form F-1, as amended (File No. 333- 170238))                          
|              | 
|4.5           |  | Form of Exclusive Business Cooperation Agreement between BBII and each PRC SPE (incorporated herein by reference to Exhibit 10.5 to the registration statement on
Form F-1, as amended (File No. 333- 170238))                                  
|              | 
|4.6           |  | Form of Exclusive Option Agreement among BBII, each PRC SPE and the shareholders of each PRC SPE (incorporated herein by reference to Exhibit 10.6 to the
registration statement on Form F-1, as amended (File No. 333- 170238))                



123



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|4.7    |  | Form of Share Pledge Agreement among BBII, each PRC SPE and the shareholders of each PRC SPE (incorporated herein by reference to Exhibit 10.7 to the
registration statement on Form F-1, as amended (File No. 333- 170238))                                                                                                                                                                         
|       | 
|4.8    |  | Form of Loan Agreement between BBII and the shareholders of each PRC SPE (incorporated herein by reference to Exhibit 10.8 to the registration statement on Form
F-1, as amended (File No. 333-170238))                                                                                                                                                                                              
|       | 
|4.9    |  | Translation of Service Agreement between Beijing Bitauto Interactive Advertising Company Limited and Beijing Easy Auto Reach Media Company Limited for 2010
(incorporated herein by reference to Exhibit 10.9 to the registration statement on Form F-1, as amended (File No. 333- 170238))                                                                                                          
|       | 
|4.10   |  | Translation of Share Transfer Agreement between Beijing A&I Advertising Company Limited and Beijing Auto Communication Information and Technology Company
Limited in Connection with the sale of Shanghai Cheng Chen Media Company Limited, dated September 22, 2009 (incorporated herein by reference to Exhibit 10.10 to the registration statement on Form F-1, as amended (File No. 333-
170238))
|       | 
|4.11   |  | Translation of Internet Marketing Service Agreement between FAW Mazda, BBII and CIG for the calendar year of 2010 (incorporated herein by reference to Exhibit
10.11 to the registration statement on Form F-1, as amended (File No. 333- 170238))                                                                                                                                                   
|       | 
|4.12   |  | Translation of Form of Internet Marketing Service Agreement between FAW Mazda, BBII and CIG (incorporated herein by reference to Exhibit 4.12 to the Form 20-F/A
furnished on August 31, 2011 (File No. 001- 34947))                                                                                                                                                                                 
|       | 
|8.1*   |  | List of Subsidiaries and Affiliated Entities of the Registrant                                                                                                                                                                                                                                                                                                                                       
|       | 
|11.1   |  | Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form F-1, as amended
(File No. 333- 170238))                                                                                                                                                                                                                
|       | 
|12.1*  |  | Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                               
|       | 
|12.2*  |  | Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                               
|       | 
|13.1** |  | Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                               
|       | 
|13.2** |  | Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                               
|       | 
|15.1*  |  | Consent of Han Kun Law Offices                                                                                                                                                                                                                                                                                                                                                                       
|       | 
|15.2*  |  | Consent of Ernst & Young Hua Ming                                                                                                                                                                                                                                                                                                                                                                    



|* | Filed with this annual report on Form 20-F.
|- | -------------------------------------------

|** | Furnished with this annual report on Form 20-F.
|-- | -----------------------------------------------



124



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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this annual report on its behalf.



BITAUTO HOLDINGS LIMITEDBy:

/s/ Bin LiName:

Bin LiTitle:

Chairman and Chief Executive Officer


Date: April 26, 2012



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

INDEX TO CONSOLIDATED FIANCIAL STATEMENTS



|                                                                                                     |  |     
|---------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                     |  | Page
|                                                                                                     | 
|Report of Independent Registered Public Accounting Firm                                              |  | F-2 
|                                                                                                     | 
|Consolidated statements of comprehensive income for the years ended December 31, 2009, 2010 and
2011 |  | F-3 
|                                                                                                     | 
|Consolidated statements of financial position as at December 31, 2010 and 2011                       |  | F-5 
|                                                                                                     | 
|Consolidated statements of changes in equity for the years ended December 31, 2009, 2010 and
2011    |  | F-6 
|                                                                                                     | 
|Consolidated statements of cash flows for the years ended December 31, 2009, 2010 and
2011           |  | F-9 
|                                                                                                     | 
|Notes to the consolidated financial statements                                                       |  | F-11



F-1



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Bitauto Holdings Limited

We have audited the accompanying consolidated statements of financial position of Bitauto Holdings Limited (the Company) as of
December 31, 2010 and 2011, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position
of Bitauto Holdings Limited at December 31, 2010 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with International Financial
Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), Bitauto Holdings Limiteds internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 26, 2012 expressed an unqualified opinion thereon.

/s/ Ernst & Young Hua Ming

Beijing, Peoples Republic of China

April 26, 2012



F-2



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|------------------------------------------------------------------------------ |  | ----- |  | ---- | ------------ | - | ---- |  | -------------- | ---- |  |  | ------------ | -
|                                                                               |  |       |  | 2009 |              |   | 2010 |  |                | 2011 | 
|                                                                               |  | Notes |  | RMB  |              |   | RMB  |  |                | RMB  | 
|Continuing operations                                                          |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|Revenue                                                                        |  | 5     |  |      | 293,313,061  |   |      |  | 458,105,042    |      |  |  | 669,954,316  |  
|Cost of revenue                                                                |  |       |  |      | (105,746,286 | ) |      |  | (148,700,716   | )    |  |  | (213,770,767 | )
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|Gross profit                                                                   |  |       |  |      | 187,566,775  |   |      |  | 309,404,326    |      |  |  | 456,183,549  |  
|                                                                               |  |       |  |     
|Selling and administrative expenses                                            |  | 6.1   |  |      | (125,267,481 | ) |      |  | (212,002,175   | )    |  |  | (347,734,054 | )
|Product development expenses                                                   |  |       |  |      | (17,089,988  | ) |      |  | (29,777,897    | )    |  |  | (36,634,393  | )
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|Operating profit                                                               |  |       |  |      | 45,209,306   |   |      |  | 67,624,254     |      |  |  | 71,815,102   |  
|                                                                               |  |       |  |     
|Other income                                                                   |  | 6.2   |  |      | 594,213      |   |      |  | 5,358,201      |      |  |  | 24,840,678   |  
|Other expenses                                                                 |  | 6.3   |  |      | (1,167,647   | ) |      |  | (1,345,753     | )    |  |  | (2,371,416   | )
|Changes in fair value of derivative component of convertible preference shares |  | 20    |  |      | (33,305,170  | ) |      |  | (1,270,701,904 | )    |  |  |             |  
|Changes in fair value of convertible promissory notes                          |  | 20    |  |      | 680,067      |   |      |  |               |      |  |  |             |  
|Interest income                                                                |  |       |  |      | 372,785      |   |      |  | 618,258        |      |  |  | 3,963,484    |  
|Interest expense                                                               |  |       |  |      |             |   |      |  | (992,650       | )    |  |  | (1,238,314   | )
|Finance costs on convertible preference shares                                 |  |       |  |      | (14,917,041  | ) |      |  | (9,354,999     | )    |  |  |             |  
|Share of loss of an associate                                                  |  | 4     |  |      |             |   |      |  |               |      |  |  | (77,292      | )
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|(Loss)/profit before tax from continuing operations                            |  |       |  |      | (2,533,487   | ) |      |  | (1,208,794,593 | )    |  |  | 96,932,242   |  
|                                                                               |  |       |  |     
|Income tax expense                                                             |  | 7     |  |      | (3,502,093   | ) |      |  | (13,185,495    | )    |  |  | (9,758,440   | )
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|(Loss)/profit for the year from continuing operations                          |  |       |  |      | (6,035,580   | ) |      |  | (1,221,980,088 | )    |  |  | 87,173,802   |  
|                                                                               |  |       |  |     
|Discontinued operations                                                        |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|Loss after tax for the year from discontinued operations                       |  | 8     |  |      | (54,312,233  | ) |      |  | (51,309,828    | )    |  |  |             |  
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|(Loss)/profit for the year                                                     |  |       |  |      | (60,347,813  | ) |      |  | (1,273,289,916 | )    |  |  | 87,173,802   |  
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|Other comprehensive income/(loss)                                              |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|Foreign currency exchange difference                                           |  |       |  |      | 197,559      |   |      |  | 25,413,043     |      |  |  | (28,477,818  | )
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|Other comprehensive income/(loss) for the year, net of tax                     |  |       |  |      | 197,559      |   |      |  | 25,413,043     |      |  |  | (28,477,818  | )
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|Total comprehensive (loss)/income for the year                                 |  |       |  |      | (60,150,254  | ) |      |  | (1,247,876,873 | )    |  |  | 58,695,984   |  
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|Attributable to:                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|                                                                               |  |       |  |     
|Ordinary shareholders                                                          |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|(Loss)/profit for the year from continuing operations                          |  |       |  |      | (6,035,580   | ) |      |  | (1,221,980,088 | )    |  |  | 87,173,802   |  
|Loss for the year from discontinued operations                                 |  |       |  |      | (54,012,212  | ) |      |  | (51,309,828    | )    |  |  |             |  
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  
|(Loss)/profit for the year attributable to ordinary shareholders               |  |       |  |      | (60,047,792  | ) |      |  | (1,273,289,916 | )    |  |  | 87,173,802   |  
|                                                                               |  |       |  |      |              |   |      |  |                |      |  |  |              |  

The accompanying notes are an integral part of the consolidated financial statements



F-3



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|                                                                                                  |  |       |  |      |             |   |      |  |                |      |  |  |            | 
|------------------------------------------------------------------------------------------------- |  | ----- |  | ---- | ----------- | - | ---- |  | -------------- | ---- |  |  | ---------- | 
|                                                                                                  |  |       |  | 2009 |             |   | 2010 |  |                | 2011 | 
|                                                                                                  |  | Notes |  | RMB  |             |   | RMB  |  |                | RMB  | 
|Attributable to:                                                                                  |  |       |  |      |             |   |      |  |                |      |  |  |            | 
|                                                                                                  |  |       |  |     
|Non-controlling interest                                                                          |  |       |  |      |             |   |      |  |                |      |  |  |            | 
|Profit for the year from continuing operations                                                    |  |       |  |      |            |   |      |  |               |      |  |  |           | 
|Loss for the year from discontinued operations                                                    |  |       |  |      | (300,021    | ) |      |  |               |      |  |  |           | 
|                                                                                                  |  |       |  |      |             |   |      |  |                |      |  |  |            | 
|Loss for the year attributable to non-controlling interest                                        |  |       |  |      | (300,021    | ) |      |  |               |      |  |  |           | 
|                                                                                                  |  |       |  |      |             |   |      |  |                |      |  |  |            | 
|Total comprehensive (loss)/income attributable to:                                                |  |       |  |      |             |   |      |  |                |      |  |  |            | 
|Ordinary shareholders                                                                             |  |       |  |      | (59,850,233 | ) |      |  | (1,247,876,873 | )    |  |  | 58,695,984 | 
|Non-controlling interest                                                                          |  |       |  |      | (300,021    | ) |      |  |               |      |  |  |           | 
|                                                                                                  |  |       |  |     
|(Loss)/profit per share                                                                           |  | 18    |  |      |             |   |      |  |                |      |  |  |            | 
|                                                                                                  |  |       |  |     
| basic, (loss)/profit for the year per share attributable to ordinary shareholders               |  |       |  |      | (2.07       | ) |      |  | (38.29         | )    |  |  | 2.11       | 
| diluted, (loss)/profit for the year per share attributable to ordinary shareholders             |  |       |  |      | (2.07       | ) |      |  | (38.29         | )    |  |  | 2.06       | 
|                                                                                                  |  |       |  |     
|(Loss)/profit per share from continuing operations                                                |  | 18    |  |      |             |   |      |  |                |      |  |  |            | 
|                                                                                                  |  |       |  |     
| basic, (loss)/profit per share from continuing operations attributable to ordinary shareholders |  |       |  |      | (0.21       | ) |      |  | (36.74         | )    |  |  | 2.11       | 
| diluted, (loss)/profit from continuing operations attributable to ordinary shareholders         |  |       |  |      | (0.21       | ) |      |  | (36.74         | )    |  |  | 2.06       | 



The accompanying notes are an
integral part of the consolidated financial statements



F-4



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT DECEMBER 31, 2010 AND 2011

(Amounts in Renminbi (RMB)
except for number of shares)



|                                                              |  |       |  |      |                |   |      |  |                |  
|------------------------------------------------------------- |  | ----- |  | ---- | -------------- | - | ---- |  | -------------- | -
|                                                              |  |       |  | 2010 |                |   | 2011 | 
|                                                              |  | Notes |  | RMB  |                |   | RMB  | 
|ASSETS                                                        |  |       |  |      |                |   |      |  |                |  
|Non-current assets                                            |  |       |  |      |                |   |      |  |                |  
|Property, plant and equipment                                 |  | 9     |  |      | 26,876,331     |   |      |  | 34,967,855     |  
|Intangible assets                                             |  | 10    |  |      | 7,188,442      |   |      |  | 56,455,354     |  
|Investment in an associate                                    |  | 4     |  |      |               |   |      |  | 412,708        |  
|Goodwill                                                      |  | 11    |  |      |               |   |      |  | 38,992,640     |  
|Deferred tax assets                                           |  | 7     |  |      | 2,696,570      |   |      |  | 10,871,800     |  
|Other non-current assets                                      |  |       |  |      | 971,329        |   |      |  | 420,060        |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|                                                              |  |       |  |      | 37,732,672     |   |      |  | 142,120,417    |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|Current assets                                                |  |       |  |      |                |   |      |  |                |  
|Trade receivables                                             |  | 13    |  |      | 224,342,802    |   |      |  | 433,782,917    |  
|Bills receivables                                             |  | 14    |  |      | 59,369,627     |   |      |  | 74,539,413     |  
|Prepayments and other receivables                             |  | 15    |  |      | 34,386,341     |   |      |  | 37,034,646     |  
|Due from related parties                                      |  | 23    |  |      | 13,154,794     |   |      |  | 10,426,465     |  
|Other current assets                                          |  |       |  |      | 3,569,147      |   |      |  | 2,038,944      |  
|Cash and cash equivalents                                     |  | 16    |  |      | 803,140,440    |   |      |  | 601,377,150    |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|                                                              |  |       |  |      | 1,137,963,151  |   |      |  | 1,159,199,535  |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|TOTAL ASSETS                                                  |  |       |  |      | 1,175,695,823  |   |      |  | 1,301,319,952  |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|EQUITY AND LIABILITIES                                        |  |       |  |      |                |   |      |  |                |  
|Equity                                                        |  |       |  |      |                |   |      |  |                |  
|Issued capital                                                |  | 17    |  |      | 11,595         |   |      |  | 11,696         |  
|Share premium                                                 |  | 17    |  |      | 2,406,364,718  |   |      |  | 2,409,156,049  |  
|Treasury shares                                               |  | 17    |  |      |               |   |      |  | (16,809,532    | )
|Employee equity benefit reserve                               |  | 19    |  |      | 9,935,783      |   |      |  | 27,706,721     |  
|Other reserve                                                 |  |       |  |      |                |   |      |  |                |  
| Foreign currency translation reserve                        |  |       |  |      | 54,942,366     |   |      |  | 26,464,548     |  
|Accumulated losses                                            |  |       |  |      | (1,647,841,784 | ) |      |  | (1,560,667,982 | )
|                                                              |  |       |  |      |                |   |      |  |                |  
|Equity attributable to ordinary shareholders and total equity |  |       |  |      | 823,412,678    |   |      |  | 885,861,500    |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|Non-current liabilities                                       |  |       |  |      |                |   |      |  |                |  
|Deferred tax liabilities                                      |  | 7     |  |      |               |   |      |  | 9,697,740      |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|                                                              |  |       |  |      |               |   |      |  | 9,697,740      |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|Current liabilities                                           |  |       |  |      |                |   |      |  |                |  
|Trade payables                                                |  | 21    |  |      | 200,720,634    |   |      |  | 201,125,551    |  
|Other payables and accruals                                   |  | 22    |  |      | 105,047,305    |   |      |  | 153,243,688    |  
|Due to related parties                                        |  | 23    |  |      | 5,484,751      |   |      |  | 15,920,150     |  
|Interest-bearing borrowing                                    |  | 20    |  |      | 20,000,000     |   |      |  |               |  
|Income tax payable                                            |  |       |  |      | 21,030,455     |   |      |  | 35,471,323     |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|                                                              |  |       |  |      | 352,283,145    |   |      |  | 405,760,712    |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|Total liabilities                                             |  |       |  |      | 352,283,145    |   |      |  | 415,458,452    |  
|                                                              |  |       |  |      |                |   |      |  |                |  
|TOTAL EQUITY AND LIABILITIES                                  |  |       |  |      | 1,175,695,823  |   |      |  | 1,301,319,952  |  
|                                                              |  |       |  |      |                |   |      |  |                |  

The accompanying notes are an integral part of the consolidated financial statements



F-5



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|                                                                                       |  |                                       |       |  |                       |  |            |                                        |  |  |                                        |   |  |                                                 |           |  |                   |  |            |       |  |  |                         |   |  |              |              |   |  |  |          |   |  |  |              |  
|-------------------------------------------------------------------------------------- |  | ------------------------------------- | ----- |  | --------------------- |  | ---------- | -------------------------------------- |  |  | -------------------------------------- | - |  | ----------------------------------------------- | --------- |  | ----------------- |  | ---------- | ----- |  |  | ----------------------- | - |  | ------------ | ------------ | - |  |  | -------- | - |  |  | ------------ | -
|                                                                                       |  | Attributable to ordinary shareholders |       |  |                       |  |            |                                        | 
|                                                                                       |  | Issued capital
(Note 17)              |       |  | Sharepremium(Note 17) |  |            | Shareconsiderationto be issued(Note 3) |  |  | Employeeequitybenefitsreserve(Note 19) |   |  | Otherreserve foreigncurrencytranslationreserve |           |  | Accumulatedlosses |  |            | Total |  |  | Non-controllinginterest |   |  | Total equity |             
|                                                                                       |  | RMB                                   |       |  | RMB                   |  |            | RMB                                    |  |  | RMB                                    |   |  | RMB                                             |           |  | RMB               |  |            | RMB   |  |  | RMB                     |   |  | RMB          |             
|At January 1, 2009                                                                     |  |                                       | 3,613 |  |                       |  | 22,385,229 |                                        |  |  | 16,561,452                             |   |  |                                                 | 2,731,945 |  |                   |  | 29,331,764 |       |  |  | (212,541,689            | ) |  |              | (141,527,686 | ) |  |  | 299,191  |   |  |  | (141,228,495 | )
|Loss for the year                                                                      |  |                                       |      |  |                       |  |           |                                        |  |  |                                       |   |  |                                                 |          |  |                   |  |           |       |  |  | (60,047,792             | ) |  |              | (60,047,792  | ) |  |  | (300,021 | ) |  |  | (60,347,813  | )
|Other comprehensive income                                                             |  |                                       |      |  |                       |  |           |                                        |  |  |                                       |   |  |                                                 |          |  |                   |  | 197,559    |       |  |  |                        |   |  |              | 197,559      |   |  |  |         |   |  |  | 197,559      |  
|                                                                                       |  |                                       |       |  |                       |  |            |                                        |  |  |                                        |   |  |                                                 |           |  |                   |  |            |       |  |  |                         |   |  |              |              |   |  |  |          |   |  |  |              |  
|Total comprehensive income/(loss) for the year                                         |  |                                       |      |  |                       |  |           |                                        |  |  |                                       |   |  |                                                 |          |  |                   |  | 197,559    |       |  |  | (60,047,792             | ) |  |              | (59,850,233  | ) |  |  | (300,021 | ) |  |  | (60,150,254  | )
|Acquisition of Autoworld Media Company Limited  equity settled consideration (Note 3) |  |                                       | 292   |  |                       |  | 23,479,542 |                                        |  |  | (16,561,452                            | ) |  |                                                 |          |  |                   |  |           |       |  |  |                        |   |  |              | 6,918,382    |   |  |  |         |   |  |  | 6,918,382    |  
|Share-based payment                                                                    |  |                                       |      |  |                       |  |           |                                        |  |  |                                       |   |  |                                                 | 292,159   |  |                   |  |           |       |  |  |                        |   |  |              | 292,159      |   |  |  |         |   |  |  | 292,159      |  
|                                                                                       |  |                                       |       |  |                       |  |            |                                        |  |  |                                        |   |  |                                                 |           |  |                   |  |            |       |  |  |                         |   |  |              |              |   |  |  |          |   |  |  |              |  
|At December 31, 2009                                                                   |  |                                       | 3,905 |  |                       |  | 45,864,771 |                                        |  |  |                                       |   |  |                                                 | 3,024,104 |  |                   |  | 29,529,323 |       |  |  | (272,589,481            | ) |  |              | (194,167,378 | ) |  |  | (830     | ) |  |  | (194,168,208 | )
|                                                                                       |  |                                       |       |  |                       |  |            |                                        |  |  |                                        |   |  |                                                 |           |  |                   |  |            |       |  |  |                         |   |  |              |              |   |  |  |          |   |  |  |              |  

The accompanying notes are an integral part of the consolidated financial statements



F-6



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|                                                                                                            |  |                                       |        |  |                       |  |               |                                         |  |  |                                                  |   |  |                   |            |  |       |  |                |                         |  |  |                |   |  |  |          |   |  |  |                |  
|----------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------ |  | --------------------- |  | ------------- | --------------------------------------- |  |  | ------------------------------------------------ | - |  | ----------------- | ---------- |  | ----- |  | -------------- | ----------------------- |  |  | -------------- | - |  |  | -------- | - |  |  | -------------- | -
|                                                                                                            |  | Attributable to ordinary shareholders |        |  |                       |  |               |                                         | 
|                                                                                                            |  | Issued capital(Note 17)               |        |  | Sharepremium(Note 17) |  |               | Employeeequity benefitsreserve(Note 19) |  |  | Other reserve Foreigncurrencytranslationreserve |   |  | Accumulatedlosses |            |  | Total |  |                | Non-controllinginterest |  |  | Total equity   |  
|                                                                                                            |  | RMB                                   |        |  | RMB                   |  |               | RMB                                     |  |  | RMB                                              |   |  | RMB               |            |  | RMB   |  |                | RMB                     |  |  | RMB            |  
|At January 1, 2010                                                                                          |  |                                       | 3,905  |  |                       |  | 45,864,771    |                                         |  |  | 3,024,104                                        |   |  |                   | 29,529,323 |  |       |  | (272,589,481   | )                       |  |  | (194,167,378   | ) |  |  | (830     | ) |  |  | (194,168,208   | )
|Loss for the year                                                                                           |  |                                       |       |  |                       |  |              |                                         |  |  |                                                 |   |  |                   |           |  |       |  | (1,273,289,916 | )                       |  |  | (1,273,289,916 | ) |  |  |         |   |  |  | (1,273,289,916 | )
|Other comprehensive income                                                                                  |  |                                       |       |  |                       |  |              |                                         |  |  |                                                 |   |  |                   | 25,413,043 |  |       |  |               |                         |  |  | 25,413,043     |   |  |  |         |   |  |  | 25,413,043     |  
|                                                                                                            |  |                                       |        |  |                       |  |               |                                         |  |  |                                                  |   |  |                   |            |  |       |  |                |                         |  |  |                |   |  |  |          |   |  |  |                |  
|Total comprehensive income/(loss) for the year                                                              |  |                                       |       |  |                       |  |              |                                         |  |  |                                                 |   |  |                   | 25,413,043 |  |       |  | (1,273,289,916 | )                       |  |  | (1,247,876,873 | ) |  |  |         |   |  |  | (1,247,876,873 | )
|Recognition of non-controlling interest                                                                     |  |                                       |       |  |                       |  |              |                                         |  |  |                                                 |   |  |                   |           |  |       |  |               |                         |  |  |               |   |  |  | 665,000  |   |  |  | 665,000        |  
|Distribution to Shareholders (Note 8)                                                                       |  |                                       |       |  |                       |  |              |                                         |  |  |                                                 |   |  |                   |           |  |       |  | (101,962,387   | )                       |  |  | (101,962,387   | ) |  |  | (664,170 | ) |  |  | (102,626,557   | )
|Exercise of options                                                                                         |  |                                       | 41     |  |                       |  | 1,007,580     |                                         |  |  | (598,019                                         | ) |  |                   |           |  |       |  |               |                         |  |  | 409,602        |   |  |  |         |   |  |  | 409,602        |  
|Issuance of ordinary shares                                                                                 |  |                                       | 2,394  |  |                       |  | 641,036,115   |                                         |  |  |                                                 |   |  |                   |           |  |       |  |               |                         |  |  | 641,038,509    |   |  |  |         |   |  |  | 641,038,509    |  
|Conversion of preference shares to ordinary shares upon completion of the initial public offering (Note 20) |  |                                       | 5,255  |  |                       |  | 1,718,456,252 |                                         |  |  |                                                 |   |  |                   |           |  |       |  |               |                         |  |  | 1,718,461,507  |   |  |  |         |   |  |  | 1,718,461,507  |  
|Share-based payment                                                                                         |  |                                       |       |  |                       |  |              |                                         |  |  | 7,509,698                                        |   |  |                   |           |  |       |  |               |                         |  |  | 7,509,698      |   |  |  |         |   |  |  | 7,509,698      |  
|                                                                                                            |  |                                       |        |  |                       |  |               |                                         |  |  |                                                  |   |  |                   |            |  |       |  |                |                         |  |  |                |   |  |  |          |   |  |  |                |  
|At December 31, 2010                                                                                        |  |                                       | 11,595 |  |                       |  | 2,406,364,718 |                                         |  |  | 9,935,783                                        |   |  |                   | 54,942,366 |  |       |  | (1,647,841,784 | )                       |  |  | 823,412,678    |   |  |  |         |   |  |  | 823,412,678    |  
|                                                                                                            |  |                                       |        |  |                       |  |               |                                         |  |  |                                                  |   |  |                   |            |  |       |  |                |                         |  |  |                |   |  |  |          |   |  |  |                |  

The accompanying notes are an integral part of the consolidated financial statements



F-7



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|                                                                                              |  |                        |        |  |                         |  |               |                         |  |  |                                         |   |  |                                                  |            |   |                   |  |             |              |  |  |                |   |  |  |             |  
|--------------------------------------------------------------------------------------------- |  | ---------------------- | ------ |  | ----------------------- |  | ------------- | ----------------------- |  |  | --------------------------------------- | - |  | ------------------------------------------------ | ---------- | - | ----------------- |  | ----------- | ------------ |  |  | -------------- | - |  |  | ----------- | -
|                                                                                              |  | Issuedcapital(Note 17) |        |  | Share premium (Note 17) |  |               | Treasuryshares(Note 17) |  |  | Employeeequitybenefitsreserve
(Note 19) |   |  | Other reserve Foreigncurrencytranslationreserve |            |   | Accumulatedlosses |  |             | Total equity | 
|                                                                                              |  | RMB                    |        |  | RMB                     |  |               | RMB                     |  |  | RMB                                     |   |  | RMB                                              |            |   | RMB               |  |             | RMB          | 
|At January 1, 2011                                                                            |  |                        | 11,595 |  |                         |  | 2,406,364,718 |                         |  |  |                                        |   |  |                                                  | 9,935,783  |   |                   |  | 54,942,366  |              |  |  | (1,647,841,784 | ) |  |  | 823,412,678 |  
|Profit for the year                                                                           |  |                        |       |  |                         |  |              |                         |  |  |                                        |   |  |                                                  |           |   |                   |  |            |              |  |  | 87,173,802     |   |  |  | 87,173,802  |  
|Other comprehensive loss                                                                      |  |                        |       |  |                         |  |              |                         |  |  |                                        |   |  |                                                  |           |   |                   |  | (28,477,818 | )            |  |  |               |   |  |  | (28,477,818 | )
|                                                                                              |  |                        |        |  |                         |  |               |                         |  |  |                                         |   |  |                                                  |            |   |                   |  |             |              |  |  |                |   |  |  |             |  
|Total comprehensive (loss)/income for the year                                                |  |                        |       |  |                         |  |              |                         |  |  |                                        |   |  |                                                  |           |   |                   |  | (28,477,818 | )            |  |  | 87,173,802     |   |  |  | 58,695,984  |  
|Exercise of options                                                                           |  |                        | 24     |  |                         |  | 2,791,331     |                         |  |  |                                        |   |  |                                                  | (946,238   | ) |                   |  |            |              |  |  |               |   |  |  | 1,845,117   |  
|Issuance of ordinary shares in connection with the future exercise of share options (Note 17) |  |                        | 77     |  |                         |  |              |                         |  |  |                                        |   |  |                                                  |           |   |                   |  |            |              |  |  |               |   |  |  | 77          |  
|Share-based payment                                                                           |  |                        |       |  |                         |  |              |                         |  |  |                                        |   |  |                                                  | 18,717,176 |   |                   |  |            |              |  |  |               |   |  |  | 18,717,176  |  
|Repurchase of treasury shares                                                                 |  |                        |       |  |                         |  |              |                         |  |  | (16,809,532                             | ) |  |                                                  |           |   |                   |  |            |              |  |  |               |   |  |  | (16,809,532 | )
|                                                                                              |  |                        |        |  |                         |  |               |                         |  |  |                                         |   |  |                                                  |            |   |                   |  |             |              |  |  |                |   |  |  |             |  
|At December 31, 2011                                                                          |  |                        | 11,696 |  |                         |  | 2,409,156,049 |                         |  |  | (16,809,532                             | ) |  |                                                  | 27,706,721 |   |                   |  | 26,464,548  |              |  |  | (1,560,667,982 | ) |  |  | 885,861,500 |  
|                                                                                              |  |                        |        |  |                         |  |               |                         |  |  |                                         |   |  |                                                  |            |   |                   |  |             |              |  |  |                |   |  |  |             |  



The accompanying notes are an
integral part of the consolidated financial statements



F-8



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|                                                                               |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|------------------------------------------------------------------------------ |  | ----- |  | ---- | ----------- | - | ---- |  | -------------- | ---- |  |  | ------------ | -
|                                                                               |  | Notes |  | 2009 |             |   | 2010 |  |                | 2011 | 
|                                                                               |  |       |  | RMB  |             |   | RMB  |  |                | RMB  | 
|Operating activities                                                           |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|(Loss)/profit before tax from continuing operations                            |  |       |  |      | (2,533,487  | ) |      |  | (1,208,794,593 | )    |  |  | 96,932,242   |  
|Loss before tax from discontinued operations                                   |  |       |  |      | (50,911,927 | ) |      |  | (27,065,324    | )    |  |  |             |  
|                                                                               |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|(Loss)/profit before tax                                                       |  |       |  |      | (53,445,414 | ) |      |  | (1,235,859,917 | )    |  |  | 96,932,242   |  
|                                                                               |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|Non-cash adjustments to reconcile (loss)/profit before tax to net cash flows:  |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|Depreciation of property, plant and equipment                                  |  | 9     |  |      | 5,848,993   |   |      |  | 7,591,275      |      |  |  | 10,626,979   |  
|Amortization of intangible assets                                              |  | 10    |  |      | 4,574,835   |   |      |  | 1,951,964      |      |  |  | 2,831,004    |  
|Loss on disposal of a subsidiary                                               |  | 8     |  |      | 300,412     |   |      |  |               |      |  |  |             |  
|Loss on disposal of property, plant and equipment                              |  |       |  |      | 884,748     |   |      |  | 74,556         |      |  |  | 33,683       |  
|Share-based payment                                                            |  | 19    |  |      | 292,159     |   |      |  | 7,509,698      |      |  |  | 18,717,176   |  
|Provision for bad debts of trade receivables and prepayments                   |  |       |  |      | 2,469,167   |   |      |  | 634,839        |      |  |  | 2,086,570    |  
|Interest income                                                                |  |       |  |      | (422,999    | ) |      |  | (618,258       | )    |  |  | (3,963,484   | )
|Interest expense                                                               |  |       |  |      |            |   |      |  | 992,650        |      |  |  | 1,238,314    |  
|Share of loss of an associate                                                  |  | 4     |  |      |            |   |      |  |               |      |  |  | 77,292       |  
|Unrealized exchange gains                                                      |  | 6.2   |  |      | (308,962    | ) |      |  | (5,317,384     | )    |  |  | (24,059,008  | )
|Finance costs on convertible preference shares                                 |  |       |  |      | 14,917,041  |   |      |  | 9,354,999      |      |  |  |             |  
|Changes in fair value of derivative component of convertible preference shares |  |       |  |      | 33,305,170  |   |      |  | 1,270,701,904  |      |  |  |             |  
|Changes in fair value of convertible promissory notes                          |  |       |  |      | (680,067    | ) |      |  |               |      |  |  |             |  
|Changes in working capital:                                                    |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|Trade receivables                                                              |  |       |  |      | (72,105,778 | ) |      |  | (82,633,055    | )    |  |  | (211,278,085 | )
|Bills receivables                                                              |  |       |  |      | (16,080,549 | ) |      |  | (42,304,278    | )    |  |  | (15,169,786  | )
|Prepayments and other receivables                                              |  |       |  |      | (8,776,120  | ) |      |  | (24,370,013    | )    |  |  | (915,728     | )
|Due from related parties                                                       |  |       |  |      | (12,071,006 | ) |      |  | 2,586,619      |      |  |  | 2,728,329    |  
|Other non-current assets                                                       |  |       |  |      |            |   |      |  | (971,329       | )    |  |  | 551,269      |  
|Other current assets                                                           |  |       |  |      | (2,230,105  | ) |      |  | (879,182       | )    |  |  | 1,530,203    |  
|Trade payables                                                                 |  |       |  |      | 95,203,598  |   |      |  | 58,939,120     |      |  |  | (737,088     | )
|Other payables and accruals                                                    |  |       |  |      | 17,550,825  |   |      |  | 49,755,483     |      |  |  | 33,328,538   |  
|Deferred revenue                                                               |  |       |  |      | 2,095,987   |   |      |  | (2,095,987     | )    |  |  |             |  
|Due to related parties                                                         |  |       |  |      | (7,697,160  | ) |      |  | (176,581       | )    |  |  | (4,684,755   | )
|                                                                               |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|                                                                               |  |       |  |      | 3,624,775   |   |      |  | 14,867,123     |      |  |  | (90,126,335  | )
|Interest received                                                              |  |       |  |      | 422,999     |   |      |  | 618,258        |      |  |  | 3,963,484    |  
|Income tax paid                                                                |  |       |  |      | (886,752    | ) |      |  | (975,595       | )    |  |  | (527,396     | )
|                                                                               |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|Net cash flows from/(used in) operating activities                             |  |       |  |      | 3,161,022   |   |      |  | 14,509,786     |      |  |  | (86,690,247  | )
|                                                                               |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|Investing activities                                                           |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|Proceeds from sale of property, plant and equipment                            |  |       |  |      | 4,887,028   |   |      |  | 164,000        |      |  |  | 33,000       |  
|Purchases of property, plant and equipment                                     |  | 9     |  |      | (11,001,677 | ) |      |  | (17,616,900    | )    |  |  | (17,113,138  | )
|Purchases of intangible assets                                                 |  | 10    |  |      | (7,858,328  | ) |      |  | (502,555       | )    |  |  | (9,079,916   | )
|Investment in an associate                                                     |  | 4     |  |      |            |   |      |  |               |      |  |  | (490,000     | )
|Acquisition of subsidiaries, net of cash acquired                              |  | 3     |  |      | (17,160,682 | ) |      |  |               |      |  |  | (44,886,367  | )
|                                                                               |  |       |  |      |             |   |      |  |                |      |  |  |              |  
|Net cash flows used in investing activities                                    |  |       |  |      | (31,133,659 | ) |      |  | (17,955,455    | )    |  |  | (71,536,421  | )
|                                                                               |  |       |  |      |             |   |      |  |                |      |  |  |              |  

The accompanying notes are an integral part of the consolidated financial statements



F-9



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|                                                                                                                                              |  |       |  |      |             |   |      |  |               |      |  |  |              |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ---- | ----------- | - | ---- |  | ------------- | ---- |  |  | ------------ | -
|                                                                                                                                              |  | Notes |  | 2009 |             |   | 2010 |  |               | 2011 | 
|                                                                                                                                              |  |       |  | RMB  |             |   | RMB  |  |               | RMB  | 
|Financing activities                                                                                                                          |  |       |  |      |             |   |      |  |               |      |  |  |              |  
|Proceeds from issue of convertible preference shares                                                                                          |  | 20.1  |  |      | 81,990,000  |   |      |  |              |      |  |  |             |  
|Financing cost associated with issuance of convertible preference shares                                                                      |  |       |  |      | (4,093,967  | ) |      |  |              |      |  |  |             |  
|Distribution to shareholders                                                                                                                  |  | 8     |  |      |            |   |      |  | (8,135,379    | )    |  |  |             |  
|Contribution from non-controlling interest                                                                                                    |  |       |  |      |            |   |      |  | 665,000       |      |  |  |             |  
|Proceeds from interest-bearing borrowing                                                                                                      |  |       |  |      |            |   |      |  | 20,000,000    |      |  |  |             |  
|Repayment of interest-bearing borrowing                                                                                                       |  |       |  |      |            |   |      |  |              |      |  |  | (20,000,000  | )
|Interest expense paid                                                                                                                         |  |       |  |      |            |   |      |  | (992,650      | )    |  |  | (1,154,160   | )
|Exercise of options                                                                                                                           |  |       |  |      |            |   |      |  | 409,602       |      |  |  | 1,845,117    |  
|Proceeds from issuance of ordinary shares, net of issuance costs                                                                              |  |       |  |      |            |   |      |  | 644,329,940   |      |  |  |             |  
|Payment of offering expenses                                                                                                                  |  |       |  |      |            |   |      |  |              |      |  |  | (3,291,354   | )
|Repurchase of treasury shares                                                                                                                 |  |       |  |      |            |   |      |  |              |      |  |  | (16,517,415  | )
|                                                                                                                                              |  |       |  |      |             |   |      |  |               |      |  |  |              |  
|Net cash flows from/(used in) financing activities                                                                                            |  |       |  |      | 77,896,033  |   |      |  | 656,276,513   |      |  |  | (39,117,812  | )
|                                                                                                                                              |  |       |  |      |             |   |      |  |               |      |  |  |              |  
|Net increase/(decrease) in cash and cash equivalents                                                                                          |  |       |  |      | 49,923,396  |   |      |  | 652,830,844   |      |  |  | (197,344,480 | )
|Net foreign exchange difference                                                                                                               |  |       |  |      | 95,003      |   |      |  | (285,719      | )    |  |  | (4,418,810   | )
|Cash and cash equivalents at beginning of the year                                                                                            |  |       |  |      | 100,576,916 |   |      |  | 150,595,315   |      |  |  | 803,140,440  |  
|                                                                                                                                              |  |       |  |      |             |   |      |  |               |      |  |  |              |  
|Cash and cash equivalents at end of the year                                                                                                  |  |       |  |      | 150,595,315 |   |      |  | 803,140,440   |      |  |  | 601,377,150  |  
|                                                                                                                                              |  |       |  |      |             |   |      |  |               |      |  |  |              |  
|Supplemental disclosure of non-cash activities:                                                                                               |  |       |  |      |             |   |      |  |               |      |  |  |              |  
|                                                                                                                                              |  |       |  |     
|Acquisition of Autoworld Media Company Limited                                                                                                |  | 3     |  |      | 6,918,382   |   |      |  |              |      |  |  |             |  
|Repurchase of treasury shares                                                                                                                 |  |       |  |      |            |   |      |  |              |      |  |  | 292,117      |  
|Purchase consideration for acquisition of Beijing Bitcar Interactive Information Technology Company Limited (Bitcar)
due to related parties |  | 3     |  |      |            |   |      |  |              |      |  |  | 15,120,154   |  
|Settlement of due from Bitcar as part of the acquisition of Bitcar                                                                            |  |       |  |      |            |   |      |  |              |      |  |  | 11,319,822   |  
|Purchases of property, plant and equipment                                                                                                    |  |       |  |      |            |   |      |  | 1,900,319     |      |  |  | 193,300      |  
|Purchases of intangible assets                                                                                                                |  |       |  |      | 1,630,000   |   |      |  |              |      |  |  | 3,425,000    |  
|Conversion of convertible promissory notes                                                                                                    |  | 20.2  |  |      | 42,063,521  |   |      |  |              |      |  |  |             |  
|Conversion of convertible preference shares                                                                                                   |  | 20.1  |  |      |            |   |      |  | 1,718,461,507 |      |  |  |             |  
|Offering expenses accrued for in other payables and accruals                                                                                  |  |       |  |      |            |   |      |  | 3,291,431     |      |  |  |             |  

The accompanying notes are an integral part of the consolidated financial statements



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|1. | Corporate information
|-- | ---------------------

Bitauto Holdings Limited (the Company) is a limited liability company incorporated and domiciled in the Cayman Islands. The registered office is located at Scotia Centre, George Town, Grand
Cayman, Cayman Islands.

The Company does not conduct any substantial operations other than acting as an
investment holding company and parent of its subsidiaries and special purpose entities (the SPEs). The Company conducts its business operations through its subsidiary, Beijing Bitauto Internet Information Company Limited
(BBII) and the SPEs (collectively, the Group), which are all established in the Peoples Republic of China (the PRC). The Company owns 100% of the equity of BBII through a wholly-owned subsidiary, Bitauto
Hong Kong Limited (Bitauto HK).

The Group is principally engaged in the provision of media
services in the automobile industry, including advertising services and advertising agent services in the PRC.

As at December 31, 2011, the Companys subsidiaries and the SPEs are as follows:



|                                                                  |  |                                                                        
|----------------------------------------------------------------- |  | -----------------------------------------------------------------------
|Name                                                              |  | Place and date of incorporation orregistration and place of 
operations
|Subsidiaries                                                      |  |                                                                        
|                                                                  | 
|Bitauto Hong Kong Limited                                         |  | April 27, 2010 Hong Kong                                               
|                                                                  | 
|Beijing Bitauto Internet Information Company Limited              |  | January 20, 2006 PRC                                                   
|                                                                  | 
|SPEs                                                              |  |                                                                        
|                                                                  | 
|Beijing C&I Advertising Company Limited                           |  | December 30, 2002 PRC                                                  
|                                                                  | 
|Beijing Bitauto Information Technology Company Limited            |  | November 30, 2005 PRC                                                  
|                                                                  | 
|Beijing Brainstorm Advertising Company Limited                    |  | February 10, 2006 PRC                                                  
|                                                                  | 
|Beijing Newline Advertising Company Limited                       |  | June 8, 2006 PRC                                                       
|                                                                  | 
|Beijing Bitauto Interactive Advertising Company Limited           |  | December 12, 2007 PRC                                                  
|                                                                  | 
|You Jie Wei Ye (Beijing) Culture Media Company Limited            |  | February 2, 2008 PRC                                                   
|                                                                  | 
|Beijing Easy Auto Media Company Limited                           |  | March 7, 2008 PRC                                                      
|                                                                  | 
|Beijing You Jie Information Company Limited                       |  | July 11, 2008 PRC                                                      
|                                                                  | 
|Beijing Bitcar Interactive Information Technology Company Limited |  | October 16, 2008 PRC                                                   
|                                                                  | 
|Beijing BitOne Technology Company Limited                         |  | August 13, 2010 PRC                                                    
|                                                                  | 
|Beijing Bit EP Information Technology Company Limited             |  | June 3, 2011 PRC                                                       

Bitauto HKs principal activities are the provision of administrative and consulting
services to BBII. BBIIs principal activities are the provision of technical and consulting services to the SPEs. All of the SPEs principal activities are the provision of advertising services and advertising agent services through
various forms of media, such as websites.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|2.1 | Basis of preparation
|--- | --------------------

The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are
presented in Renminbi (RMB). Certain items reported in the prior years consolidated financial statements have been reclassified to conform to the current years presentation.

Statement of compliance

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards
Board (IASB).

Basis of consolidation

Pursuant to a number of contractual and trust agreements, the Company owns and controls its SPEs through nominees. At the
option of the Company, the Company could or could direct another person to purchase the entire equity interests of the SPEs from the nominees. In addition, the nominees transferred to the Company all the voting power over the financial and operating
policies of the SPEs as well as all the economic benefits received from the SPEs.

The consolidated financial
statements comprise the financial statements of the Company, its subsidiaries and its SPEs for the years ended December 31, 2009, 2010 and 2011.

Subsidiaries and SPEs are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The
financial statements of the subsidiaries and SPEs are prepared for the same reporting period as the parent company, using consistent accounting policies. All intercompany balances, income and expenses, unrealized gains and losses and dividends
resulting from intercompany transactions are eliminated in full.

A change in the ownership interest of a
subsidiary or SPE, without a change of control, is accounted for as an equity transaction.

Losses are
attributed to the non-controlling interest even if that results in a deficit balance.

If the Company loses
control over a subsidiary or SPE, it:



| |  |  | Derecognizes the assets (including goodwill) and liabilities of the subsidiary or SPE
| | - |  | -------------------------------------------------------------------------------------



| |  |  | Derecognizes the carrying amount of any non-controlling interest
| | - |  | ----------------------------------------------------------------



| |  |  | Derecognizes the cumulative translation differences, recorded in equity
| | - |  | -----------------------------------------------------------------------



| |  |  | Recognizes the fair value of the consideration received
| | - |  | -------------------------------------------------------



| |  |  | Recognizes the fair value of any investment retained
| | - |  | ----------------------------------------------------



| |  |  | Recognizes any surplus or deficit in profit or loss
| | - |  | ---------------------------------------------------



| |  |  | Reclassifies the parents share of components previously recognized in other comprehensive income to profit or loss.
| | - |  | --------------------------------------------------------------------------------------------------------------------

A subsidiary is an entity whose financial and operating policies the Company controls,
directly or indirectly, so as to obtain benefits from its activities. Details on subsidiaries of the Company are disclosed in Note 1  Corporate information.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



In order to effectively control the SPEs, subsidiaries of the Company
has entered into exclusive business cooperation agreements and supplementary agreements with the SPEs, which entitle the subsidiaries of the Company to receive a majority of SPEs residual returns. The paid-in capital of the SPEs was funded by
the Company through long-term loans to the nominees. As a security for such loans, the nominees have pledged their interests in the SPEs to the subsidiaries of the Company. In addition to the aforesaid agreements, the nominees have agreed not to
transfer the equity interests, or place or permit the existence of any security interest or other encumbrance that affects the Companys rights and interests in the SPEs, without the prior written consent of the Company.

Based on these contractual arrangements, the Company believes that the SPEs are considered special purpose entities under
SIC 12 Consolidation  Special Purpose Entity (SIC 12) and the SPEs are consolidated under SIC 12 as the SPEs are controlled by the Company, even when the Company directly owns none of the equity of an entity.

The substance of all the aforesaid arrangements is that the Company controlled the SPEs in which:



| | i) | the activities of the SPEs are being conducted on behalf of the Company according to its specific business needs so that the Company obtains
benefits from the SPEs operations;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | the Company has the decision-making powers to obtain the majority of the benefits of the activities of the SPEs;
| | --- | ----------------------------------------------------------------------------------------------------------------



| | iii) | in substance, the Company has rights to obtain the majority of the benefits of the activities of the SPEs; or
| | ---- | -------------------------------------------------------------------------------------------------------------



| | iv) | in substance, the Company retains the majority of the residual or ownership risks related to the SPEs or its assets in order to obtain benefits from
their activities.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Accordingly, all SPEs are consolidated by the Company.



|2.2 | Significant accounting estimates and assumptions
|--- | ------------------------------------------------

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.



| | a. | Impairment of trade receivables
| | -- | -------------------------------

The Group recognizes a provision for bad debts associated with its trade receivables in accordance with the accounting policy stated in Note 2.3. The Group has made judgments based on the age of the trade
receivables and the customer specific credit risk in relation to the impairment of the trade receivable balances, which include the incurrence of losses, and amounts expected to be recovered in respect of any impaired trade receivables. As of
December 31, 2010 and 2011, the provision for bad debts amounted to RMB 1,243,539 and RMB 3,430,109, respectively.



| | b. | Impairment of non-financial assets
| | -- | ----------------------------------

The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill and other indefinite life intangible assets are tested for impairment
annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



When value in use calculations are undertaken, management must estimate
the expected future cash flows from the asset or cash generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.

Further details are set out in Note 12.



| | c. | Share-based payments
| | -- | --------------------

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted.

The Company measures the cost of equity-settled transactions with non-employees by reference to the fair value of the
goods or services received at the date at which the services are rendered to the Company, and only on the fair value of the equity instruments if the fair value of the goods and services cannot be reliably estimated.

Estimating fair value requires determining the most appropriate valuation model, which is dependent on the terms and
conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including volatility and dividend yield and making assumptions about them. The assumptions and models used are disclosed in Note 19.



| | d. | Deferred tax assets
| | -- | -------------------

Deferred tax assets are recognized for unused tax losses and other deductible temporary tax differences reversing in future years to the extent it is probable taxable profit will be available against
which the losses and other deductible temporary tax differences can be recognized. Significant management estimates are required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future
taxable profits together with future tax planning strategies.

Further details are set out in Note 7.



| | e. | Fair values of the Series A, B, C, Series D-1 and D-2 convertible preference shares, and convertible promissory notes
| | -- | ---------------------------------------------------------------------------------------------------------------------

As the fair values of the Series A, B, C, Series D-1 and D-2 convertible preference shares, and convertible promissory
notes recorded in the consolidated statements of financial position cannot be derived from active markets, they are determined using valuation techniques.

The major inputs to the valuation model for the assessment of the fair values of Series A, B, C, Series D-1 and D-2 convertible preference shares, and convertible promissory notes are the enterprise
valuation, expected volatility of the Companys share price and the discount rate. The enterprise valuation is assessed based on the discounted cash flows model. The inputs to these models are taken from observable markets where possible, but
where this is not feasible, a degree of judgment is required in establishing the fair values. Changes in assumptions about these factors could affect the reported fair values of the financial instruments. The assumptions and models used are further
disclosed in Note 20. On November 17, 2010, the Group completed its initial public offering (IPO). Upon completion of the IPO, the Series A, B, C, D-1 and D-2 convertible preference shares were automatically converted into
ordinary shares (Note 20).



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



| | f. | Fair value measurement of contingent consideration
| | -- | --------------------------------------------------

Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of
the business combination. When the contingent consideration meets the definition of a derivative and, thus, a financial liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value is based on
discounted cash flows. The key assumptions take into consideration the probability of meeting each performance target and the discount factor.

As part of the identification and measurement of assets and liabilities in the acquisition of Bitcar, the Group identified an element of contingent consideration with a fair value of RMB15,036,000 at the
acquisition date, remeasured to RMB15,120,154 as at December 31, 2011, which is classified as due to related parties (see Notes 3 and 23).



|2.3 | Summary of significant accounting policies
|--- | ------------------------------------------

Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree
either at fair value or at the proportionate share of the acquirees identifiable net assets. Acquisition costs incurred are expensed.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances
and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirers previously held equity interest in the acquiree is remeasured to fair value as at the acquisition
date through profit and loss.

Any contingent consideration to be transferred by the acquirer will be
recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognized in accordance with IAS 39 Financial Instruments: Recognition and
Measurement (IAS 39)either in profit or loss or as change to other comprehensive income. If the contingent consideration is classified as equity, it shall not be remeasured. Subsequent settlement is accounted for within
equity. In instances where the contingent consideration does not fall within the scope of IAS 39, it is measured in accordance with the appropriate IFRS.

Goodwill is initially measured at cost being the excess of the consideration transferred over the Groups net identifiable assets acquired and liabilities assumed. If this consideration is lower than
the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Groups cash generating units that are expected to benefit from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units.

Where goodwill forms part of a cash-generating unit
(CGU) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the
portion of the CGU retained.

When the initial accounting for a business combination is determined
provisionally, any adjustments to the provisional values allocated to the identifiable assets and liabilities (and contingent liabilities, if relevant) are made within the measurement period, a period of no more than one year from the acquisition
date.

When the initial allocation of goodwill to a CGU is determined provisionally, any adjustments to the
provisional values allocated to the CGU are made before the end of the first annual period beginning after the acquisition date.

Investment in an associate

The Groups investment in
its associate is accounted for using the equity method. An associate is an entity in which the Group has significant influence.

Under the equity method, the investment in the associate is carried on at cost plus post acquisition changes in the Groups share of net assets of the associate. Goodwill relating to the associate is
included in the carrying amount of the investment and is neither amortized nor individually tested for impairment.

The statement of comprehensive income reflects the Groups share of the profit or loss, and other comprehensive income of the associate. Unrealized gains and losses resulting from transactions
between the Group and the associate are eliminated to the extent of the interest in the associate.

The
Groups share of profit of an associate is the profit attributable to equity holders of the associate and, therefore, is profit after tax and non-controlling interests in the subsidiaries of the associate.

The financial statements of the associate are prepared for the same reporting period as the Group. When necessary,
adjustments are made to bring the accounting policies in line with those of the Group.

After application of
the equity method, the Group determines whether it is necessary to recognize an additional impairment loss on its investment in its associate. The Group determines at each reporting date whether there is any objective evidence that the investment in
the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the share of profit of an associate
in the consolidated statements of comprehensive income.

Upon loss of significant influence over the associate,
the Group measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is
recognized in profit or loss.

Foreign currencies

The Groups presentation currency is the RMB. The Company, its subsidiaries and the SPEs individually determine their
functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency of the Company and its wholly owned subsidiary Bitauto HK is the U.S. dollar (US$), while the
functional currency of BBII and the SPEs is the RMB. Since the Groups operations are primarily denominated in the RMB, the Group has chosen the RMB as the presentation currency for the consolidated financial statements.



F-16



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Transactions in foreign currencies are initially recorded by the
entities within the Group at their respective functional currency rates prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rates of exchange ruling at the reporting date.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

The assets and liabilities of entities that have a functional currency that is different from the presentation currency
are translated into the RMB at the rates of exchange prevailing at the reporting date and their consolidated statements of comprehensive income are translated at exchange rates prevailing at the date of the transactions. The exchange differences
arising on the translation are recognized in other comprehensive income. On disposal of a foreign entity, the component of other comprehensive income relating to that particular entity is recognized in profit or loss.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. The cost of an
item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and
maintenance, is normally charged to the consolidated statements of comprehensive income in the period in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic
benefits expected to be obtained from the use of an item of property, plant and equipment, and where the cost of the item can be measured reliably, the expenditure is capitalized as an additional cost of that asset or as a replacement.

Depreciation is calculated on a straight-line basis over the estimate useful life of the assets as follows:



|                       |  |                                                                                          
|---------------------- |  | -----------------------------------------------------------------------------------------
|                       |  | Estimated useful life                                                                    
|Computers and servers  |  | 3  5 years                                                                              
|Motor vehicles         |  | 5 years                                                                                  
|Furniture and fixtures |  | 5 years                                                                                  
|Leasehold improvements |  | over the shorter of the remaining lease terms or
the estimated useful lives of the assets

An item of property, plant and equipment is derecognized upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated
statements of comprehensive income when the asset is derecognized.

The assets residual values, useful
lives and methods of depreciation are reviewed at least at each financial year end, and adjusted prospectively, if appropriate.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets with finite lives are carried at cost less any accumulated amortization and any accumulated impairment losses. Internally
generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the income statement in the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.



|                                        |  |  |                       |  |  |  |                                  | 
|--------------------------------------- |  |  | --------------------- |  |  |  | -------------------------------- | 
|                                        |  |  | Estimated useful life |  |  |  | Internally generated or acquired | 
|Purchased software                      |  |  | 5  10 years          |  |  |  | Acquired                         | 
|Digital Sales Assistant system (Note 3) |  |  | 10 years              |  |  |  | Acquired                         | 
|Trade name and lifetime membership      |  |  | Indefinite            |  |  |  | Acquired                         | 
|Domain names                            |  |  | 10 years              |  |  |  | Acquired                         | 
|Contract backlog                        |  |  | 2 years               |  |  |  | Acquired                         | 
|Customer relationships                  |  |  | 4 years               |  |  |  | Acquired                         | 
|Partnership agreement                   |  |  | 0.7  2.7 years       |  |  |  | Acquired                         | 
|Others                                  |  |  | 5 years               |  |  |  | Acquired                         | 

Intangible assets with finite lives are amortized over the useful economic life on
straight line basis and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at
each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and treated as
changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in profit or loss in the expense category consistent with the function of the intangible asset.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either
individually or at the CGU level. The assessment of indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made
on a prospective basis.

The trade name and lifetime membership acquired may be used indefinitely without
significant costs of renewal. The expected cash flows generated from the trade name and lifetime membership are for an indefinite period. As a result, the trade name and lifetime membership are assessed as having an indefinite useful life.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.

On May 31, 2010, the Company distributed cash and net assets of the distributed entities to its shareholders, which included intangible assets such as the customer relationships, partnership
agreement, others and a portion of purchased software (Note 8).

On November 30, 2011, the Group acquired
intangible assets as part of its acquisition of Bitcar, which included a Digital Sales Assistant system and contract backlog (Note 3).



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Impairment of non-financial assets other than goodwill and intangible
assets with indefinite lives

The Group assesses at each reporting date whether there is an indication that
an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or
CGUs fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, or other available fair value indicators. The Group bases its impairment
calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Groups CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years.

Impairment losses of continuing operations are recognized in the income statement in expense categories
consistent with the function of the impaired asset. In this case, the impairment is also recognized in other comprehensive income up to the amount of any previous revaluation.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If such an indication exists, the Group estimates the assets or CGUs recoverable amount. A previously recognized impairment loss is reversed only if there
has been a change in the assumptions used to determine the assets recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.

Impairment of goodwill and intangible assets with indefinite lives

Goodwill and intangible assets with indefinite lives are tested for impairment annually and when circumstances indicate that the carrying value may be impaired.

Impairment is determined for goodwill and intangible assets with indefinite lives by assessing the recoverable amount of
the CGU, to which the goodwill and intangible assets with indefinite lives relates. Where the recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill are not reversed
in future periods.

Product development expenses

Expenditure on product development research is expensed as incurred.

Expenditure on development or from the development phase of an individual project is recognized as an internally generated
intangible if, and only if, the Group can demonstrate all of the following:



| |  |  | the technical feasibility of completing the intangible asset so that it will be available for use or sale;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | its intention to complete the intangible asset and use or sell it;
| | - |  | ------------------------------------------------------------------



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



| |  |  | its ability to use or sell the intangible asset;
| | - |  | ------------------------------------------------



| |  |  | how the intangible asset will generate probable future economic benefits.
| | - |  | -------------------------------------------------------------------------



| |  |  | the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | its ability to measure reliably the expenditure attributable to the intangible asset during its development.
| | - |  | ------------------------------------------------------------------------------------------------------------

In addition, expenditure on website development should only be capitalized as an intangible asset if, in addition to
complying with all of the conditions above, the Group can demonstrate that the website is used directly in the revenue generating process.

Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment
losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. Amortization is recorded in cost of sales. During the period of development, the
asset is tested for impairment annually.

Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. All
borrowing costs are expensed in the period they are incurred unless they relate to eligible assets, in which case they are capitalized.

Cash and cash equivalents

Cash and cash equivalents in the
consolidated statements of financial position comprise cash at banks and on hand and cash equivalents with an original maturity of three months or less.

For the purpose of the consolidated statements of cash flow, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Convertible preference shares  Series A, B and C

The Series A, B and C convertible preference shares are separated into two components: a derivative component consisting
of the conversion option and a liability component consisting of the straight debt element of the preference shares.

On the issuance of the Series A, B and C convertible preference shares, the fair value of the embedded conversion option was calculated using the binomial model. The derivative component, the embedded
conversion option, is carried at fair value on the consolidated statements of financial position with changes in fair value being charged or credited to the consolidated statement of comprehensive income in the period when the change occurs. The
carrying value of the liability component on the issuance date is the residual value of proceeds after deducting the fair value of the derivative component and transaction cost. The liability component is subsequently carried at amortized cost until
extinguished on conversion or redemption. Interest expense is calculated using the effective interest method by applying the effective interest rate to the liability component through the maturity date.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



When the Series A, B and C convertible preference shares are converted,
the carrying amounts of the derivative and liability components are transferred to share capital and share premium as consideration for the shares issued. When the Series A, B and C convertible preference shares are redeemed, any difference between
the amount paid and the carrying amounts of both components is recognized in profit or loss. Upon completion of the IPO on November 17, 2010, the Series A, B and C convertible preference shares were automatically converted into ordinary
shares, and the carrying amounts of the derivative and liability components were transferred to share capital and share premium as consideration for the shares issued (Note 20).

Convertible preference shares  Series D-1 and Series D-2

The Series D-1 and D-2 convertible preference shares contain conversion features and redemption features that are embedded
derivatives. On initial recognition, the Company designated the Series D-1 and D-2 convertible preference shares in their entirety as financial liabilities at fair value through profit or loss.

When the Series D-1 and D-2 convertible preference shares are converted, the carrying amounts are transferred to share
capital and share premium as consideration for the shares issued. When the convertible preference shares are redeemed, any difference between the amount paid and the carrying amounts is recognized in profit or loss. Upon completion of the IPO on
November 17, 2010, the Series D-1 and Series D-2 convertible preference shares were automatically converted into ordinary shares, and the carrying amounts of the derivative were transferred to share capital and share premium as
consideration for the shares issued (Note 20).

Convertible promissory notes

The conversion feature and redemption feature of the convertible promissory notes are accounted for as one compound
instrument. The host debt contract net of the derivatives (conversion feature and redemption feature) is considered an equity instrument and has no value. The conversion feature and redemption feature were carried at fair value on the consolidated
statements of financial position with any changes in fair value being charged or credited to the consolidated statements of comprehensive income in the period when the change occurs. When the convertible promissory notes are converted, the carrying
amounts of the compound instrument components are transferred to a preference share liability, as consideration for the preference shares issued. The liability is separated into a derivative component and a liability component depending on the terms
of the preference shares issued. If the convertible promissory notes are redeemed, any difference between the amount paid and the carrying amounts of compound instrument is recognized in profit or loss. The convertible promissory notes were
converted into Series D-2 convertible preference shares on July 20, 2009 (Note 20).

Initial
recognition and subsequent measurement of financial assets

The Groups financial assets include cash
and cash equivalents, trade receivables and bills receivables. The Group determines the classification of its financial assets at initial recognition.

Trade and bills receivables, categorized as loans and receivables, are recognized initially at fair value and subsequently measured at amortized cost, to the extent that the effect of discounting is
material, using the effective interest rate method, less provision for impairment.

A provision for impairment
of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that
the debtor will enter bankruptcy or financial



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



reorganization, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the assets
carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are discounted if the effect of discounting is material. The carrying amount of
the asset is reduced through the use of an allowance account and the amount of the loss is recognized in the consolidated statements of comprehensive income. When a trade and other receivable is uncollectible, it is written-off against the allowance
account for trade and bills receivables. Subsequent recoveries of amounts previously written-off are recognized as income in profit or loss.

Initial recognition and subsequent measurement of financial liabilities

The Groups financial liabilities include financial liabilities at fair value through profit or loss, loans and borrowings. The Group determines the classification of its financial liabilities at
initial recognition.

All financial liabilities are recognized initially at fair value and in the case of loans
and borrowings, plus directly attributable transaction costs.

The subsequent measurement of financial
liabilities depends on their classification as follows:

Financial liabilities at fair value through profit
or loss

Financial liabilities at fair value through profit or loss includes the derivative component of
the Series A, B and C convertible preference shares, the convertible promissory notes, and the Series D-1 and D-2 convertible preference shares.

Changes in fair value are recognized in profit or loss.

Other
financial liabilities

After initial recognition, other financial liabilities are subsequently measured at
amortized cost using the effective interest rate method.

Derecognition of financial assets and liabilities

Financial assets

A financial asset (or, where applicable a part of a financial asset or part of a Group of similar financial assets) is
derecognized when:



| |  |  | the rights to receive cash flows from the asset have expired;
| | - |  | -------------------------------------------------------------



| |  |  | the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a
third party under a pass through arrangement; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and
rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



When an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognized in profit or loss.

Employee Benefits 
PRC contribution scheme

Full-time employees of the Group in the PRC participate in a government mandated
contribution scheme pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the Group makes contributions to
the government for these benefits based on certain percentages of the employees salaries. The Group has no legal obligation for the benefits beyond the contributions made. The total expenses for the plan were RMB6,663,984, RMB25,758,701 and
RMB34,794,604 for the years ended December 31, 2009, 2010 and 2011, respectively.

Treasury shares

Own equity instruments that are reacquired (treasury shares) are recognized at cost and deducted from
equity. No gain or loss is recognized in the statements of comprehensive income on the purchase, sale, issue or cancellation of the Groups own equity instruments. Any difference between the carrying amount and the consideration, if reissued,
is recognized in share premium. Voting rights related to treasury shares are nullified for the Group and no dividends are allocated to them.

Provisions

Provisions are recognized when the Group has a
present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is recognized in profit
or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the
increase in the provision due to the passage of time is recognized as a finance cost.

Share-based
compensation transactions

Employees (including senior executives and board members) and non-employees of
the Group receive remuneration in the form of share-based payment transactions, whereby individuals above render services as consideration for equity instruments (equity-settled transactions). When the Group grants an award that vest in
installments, or graded vesting, each installment or vesting tranche is treated as a separate award.

The cost
of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The cost of equity-settled transactions with employees is recognized, together with a corresponding increase in equity,
presented as employee equity benefit reserve, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects
the extent to which the vesting period has expired and the Groups best estimate of the number of equity instruments that will ultimately vest. The expense or credit recognized in profit or loss for a period represents the movement in
cumulative expense recognized as at the beginning and end of that period.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



No expense is recognized for awards that do not ultimately vest, except
for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance
conditions are satisfied.

Where the terms of an equity-settled transaction are modified, the minimum expense
recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transactions, or is
otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is
cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award
on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. All cancellations of equity-settled transaction awards are treated equally.

Non-employee equity-settled transactions are generally accounted for in the same manner as employee
equity-settled transactions except for the measurement date and measurement basis of the expense. Non-employee costs are measured and recognized at the service date, which is the date when goods or services are rendered to the Group. This implies
that, where the goods or services are received on a number of dates over a period, the fair value at each date should be used. Therefore, at each date the non-employee provides service, the fair value needs to be calculated and recorded as an
expense with a corresponding increase in equity. The measurement basis of the expense is the fair value of the goods or services received by the Group, and only on the fair value of the equity instruments if, the fair value of the goods and services
cannot be reliably estimated.

The dilutive effect of outstanding options is reflected as additional share
dilution in the computation of diluted earnings per share (further details are given in Note 18).

Leases

Where the Group is a lessee and a significant portion of the risks and rewards of ownership are retained
by the lessor, the lease is classified as an operating lease. Operating lease payments are recognized as an expense in profit or loss on the straight-line basis over the lease term.

Where the Group is a lessor and the Group does not transfer substantially all the risks and benefits of ownership of an
asset, the lease is classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income.
Contingent rents are recognized as revenue in the period in which they are earned.

Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received. The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent.

The Group enters into transactions that may include website design, set-up, and maintenance services. The
commercial effect of each separately identifiable component of the transaction is evaluated in order to reflect the substance of the transaction. The consideration from these transactions is allocated to each



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



separately identifiable component based on the relative fair value of each component. The Group determines the fair value of each component based on the selling price of the component if sold
separately by the Group. The consideration allocated to each component is recognized as revenue when the revenue recognition criteria for that component have been met. The following specific recognition criteria must also be met before revenue is
recognized:



| | (a) | Advertising services
| | --- | --------------------



| | (i) | Advertising activities
| | --- | ----------------------

Revenue from advertising activities is recognized when the advertisements are published over the stated display period in the case of websites or for the first time in the case of television, radio,
newspapers and magazines and when the collectability is reasonably assured. The Group also organizes promotional activities to assist customers to promote their products. The Group recognizes revenue from organizing promotional activities when the
services have been rendered, and the collectability is reasonably assured. Additionally, the Group provides website design, setup and maintenance services to car automakers and dealers, which is generally completed within a year. Revenue from
development services is recognized when the services have been rendered, which is once the setup of the website is complete, and the collectability is reasonably assured. Revenue for maintenance services is recognized ratably over the contract
period. Revenues from advertising activities are reported at a gross amount.



| | (ii) | Dealer subscription and listing services
| | ---- | ----------------------------------------

The Group provides advertisement services to new and used car dealers. The Group makes available throughout the
subscription or listing period a webpage linked to its website or media vendors websites where car dealers can publish information such as the pricing of their automobiles, locations and addresses and other related information. The revenue is
recognized on a straight-line basis over the subscription or listing period. Revenues from dealer subscription and listing services are reported at a gross amount.



| | (b) | Advertising agent services
| | --- | --------------------------

Advertising agent service revenues are primarily derived from fees received for assisting customers in placing advertisements on media vendor websites and radio. The net commission revenue from
advertising agent services is recognized when the advertisements are published over the stated display period in the case of websites or for the first time in the case of radio, and when the collectability is reasonably assured. The Group also
receives performance-based rebates from the media vendors, equal to a percentage of the purchase price for qualifying advertising space purchased and utilized by the customers the Group represents. Revenue is recognized when the amounts of these
performance-based rebates are probable and reasonably estimable. Revenues from advertising agent services are reported at a net amount.

Taxes

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, by the reporting date, in the countries where the Group operates and generates taxable
income.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Current income tax relating to items recognized directly in equity is
recognized in equity and not in the consolidated statements of comprehensive income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation or
uncertainty exists related to the sustainability of such positions taken and establishes provisions where appropriate.

Deferred tax

Deferred income tax is provided using the
liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except:



| |  |  | where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the
timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Deferred tax assets are recognized for all deductible temporary differences, carry- forward of unused tax credits and
unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:



| |  |  | where the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred
income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The carrying amount of deferred income tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are
recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is recovered or the liability is settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted at the reporting date.

Deferred tax relating to item recognized
outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction directly in equity.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the
same taxable entity and the same taxation authority.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Discontinued operations

A discontinued operation is a component of the Groups business, the operations and cash flows of which can be
clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations, or is part of a single coordinated plan to dispose of a separate major line of business or geographical area
of operations, or is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued
operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. It also occurs when the operation is abandoned.

Where an operation is classified as discontinued, a single amount is presented on the face of the consolidated statements
of comprehensive income, which comprises:



| |  |  | the post-tax profit or loss of the discontinued operation; and
| | - |  | --------------------------------------------------------------



| |  |  | the post-tax gain or loss recognized on the measurement to fair value less costs to sell, or on the disposal, of the assets or disposal groups
constituting the discontinued operation.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Comparative information for prior periods is
represented in the financial statements so that the disclosures relate to all operations that have been discontinued by the end of the reporting period for the latest period presented.

The classification, measurement and presentation requirements above are also applied to non-current assets that are held
for distribution, or distributed to shareholders acting in their capacity as shareholders.

Related parties

A party is considered to be related to the Group if:



| | (a) | the party, directly or indirectly through one or more intermediaries, (i) controls, is controlled by, or is under common control with, the
Group; (ii) has an interest in the Group that gives it significant influence over the Group; or (iii) has joint control over the Group;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the party is a member of the key management personnel of the Group or its parent;
| | --- | ---------------------------------------------------------------------------------



| | (c) | the party is a close member of the family of any individual referred to in (a) or (b);
| | --- | --------------------------------------------------------------------------------------



| | (d) | the party is an entity that is controlled, jointly controlled or significantly influenced by any individual referred to in (b) or (c);
| | --- | --------------------------------------------------------------------------------------------------------------------------------------



| | (e) | the party is a post-employment benefit plan for the benefit of the employees of the Group, or of any entity that is a related party of the Group; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | the party is an entity that is controlled, jointly controlled or significantly influenced by the Group.
| | --- | -------------------------------------------------------------------------------------------------------



|2.4 | Recent accounting pronouncements
|--- | --------------------------------

New Standards, Amendments and Interpretations to Existing Standards Adopted by the Group

IAS 24, Related Party Disclosures (amendments)

The IASB
issued an amendment to IAS 24 that clarifies the definitions of a related party. The new definitions emphasize a symmetrical view of related party relationships and clarifies the circumstances in which persons and key management personnel affect
related party relationships of an entity. In addition, the



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



amendment introduces an exemption from the general related party disclosure requirements for transactions with government and entities that are controlled, jointly controlled or significantly
influenced by the same government as the reporting entity. The adoption of the amendment did not have any impact on the financial position or performance of the Group.

IAS 32, Financial Instruments: Presentation  Classification of Rights Issues (amendment)

The IASB issued an amendment that alters the definition of a financial liability in IAS 32 to enable entities to classify
rights issues and certain options or warrants as equity instruments. The amendment is applicable if the rights are given pro rata to all of the existing owners of the same class of an entitys non-derivative equity instruments, to acquire a
fixed number of the entitys own equity instruments for a fixed amount in any currency. The amendment has had no effect on the financial position or performance of the Group because the Group does not have these types of instruments.

IFRIC 14, Prepayments of a Minimum Funding Requirement (Amendment)

The amendment removes an unintended consequence when an entity is subject to minimum funding requirements and makes an
early payment of contributions to cover such requirements. The amendment permits a prepayment of future service cost by the entity to be recognized as a pension asset. The Group is not subject to minimum funding requirements in PRC, therefore the
amendment of the interpretation has no effect on the financial position or performance of the Group.

IFRIC
19, Extinguishing Financial Liabilities with Equity Instruments

IFRIC 19 clarifies that equity instruments
issued to a creditor to extinguish a financial liability are consideration paid. As a result, the financial liability is derecognized and the equity instruments issued are treated as consideration paid to extinguish that financial liability. The
interpretation states that equity instruments issued in a debt for equity swap should be measured at the fair value of the equity instruments issued, if this can be determined reliably. If the fair value of the equity instruments issued is not
reliably determinable, the equity instruments should be measured by reference to the fair value of the financial liability extinguished as of the date of extinguishment. Any difference between the carrying amount of the financial liability that is
extinguished and the fair value of the equity instruments issued is recognized immediately in profit or loss. The interpretation has had no effect on the financial position or performance of the Group because the Group has not extinguished financial
liabilities with equity instruments.

New Standards, Amendments and Interpretations to Existing Standards
not yet adopted by the Group

Effective for the 2012 financial year

IAS 12, Income Taxes  Recovery of Underlying Assets.The amendment clarified the determination of deferred
tax on investment property measured at fair value. The amendment introduces a rebuttable presumption that deferred tax on investment property measured using the fair value model in IAS 40 should be determined on the basis that its carrying amount
will be recovered through sale. Furthermore, it introduces the requirement that deferred tax on non-depreciable assets that are measured using the revaluation model in IAS 16 always be measured on a sale basis of the asset. The Group is currently
assessing the impact that this standard will have on the financial position and performance. The amendment becomes effective for annual periods beginning on or after January 1, 2012.

IFRS 7, Financial Instruments: Disclosures  Enhanced Derecognition Disclosure Requirements.The amendment
requires additional disclosure about financial assets that have been transferred but not derecognized to enable the user of the Groups financial statements to understand the relationship with those assets that have not been derecognized and
their associated liabilities. In addition, the amendment requires disclosures about continuing involvement in derecognized assets to enable the user to evaluate the nature of,



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



and risks associated with, the entitys continuing involvement in those derecognized assets. The amendment becomes effective for annual periods beginning on or after July 1, 2011. The
amendment affects disclosure only and has no impact on the Groups financial position or performance.

Effective for the 2013 financial year

IAS 1, Financial Statement Presentation  Presentation of Items of Other Comprehensive Income (OCI).The amendments to IAS 1 change the grouping of items presented in OCI. Items that could be reclassified (or recycled) to profit or loss at a future point in time (for example, upon derecognition or settlement) would be presented
separately from items that will never be reclassified. The amendment affects presentation only and therefore, has no impact on the Groups financial position or performance. The amendment becomes effective for annual periods beginning on or
after July 1, 2012.

IAS 19, Employee Benefits (Amendment).The IASB has issued numerous amendments to IAS 19.
These range from fundamental changes such as removing the corridor mechanism for recognizing actuarial gains and losses on defined benefit pension plans and the concept of expected returns on plan assets to simple clarifications and re-wording. The
Group is currently assessing the impact that this standard will have on the financial position and performance. This standard becomes effective for annual periods beginning on or after January 1, 2013.

IAS 27, Separate Financial Statements (as revised in 2011).As a consequence of the new IFRS 10 and IFRS 12, what
remains of IAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements. The Group is currently assessing the impact that this standard will have on the financial position and
performance. The amendment becomes effective for annual periods beginning on or after January 1, 2013.

IFRS 7, Financial Instruments: Offsetting Disclosures (Amendment)  This amendment requires entities to
disclose gross amounts subject to rights of set-off, amounts set off in accordance with the accounting standards followed, and the related net credit exposure. This information will help investors understand the extent to which an entity has set off
in its balance sheet and the effects of rights of set-off on the entitys rights and obligations. The Group is currently assessing the impact that this standard will have on the financial position and performance. The disclosures are effective
for annual periods beginning on or after January 1, 2013. Retrospective application will be required to maximize comparability between periods.

IFRS 10, Consolidated Financial Statements  IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated
financial statements. It also replaces SIC-12 Consolidation  Special Purpose Entities.

IFRS 10
establishes a single control model that applies to all entities including special purpose entities (now termed structured entities). The changes introduced by IFRS 10 will require management to exercise significant judgment to determine
which entities are controlled, and therefore, are required to be consolidated by a parent, compared with the requirements that were in IAS 27. The Group is currently assessing the impact that this standard will have on the financial position and
performance. This standard becomes effective for annual periods beginning on or after January 1, 2013.

IFRS 11, Joint Arrangements IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13
Jointly-controlled Entities  Non-monetary Contributions by Venturers  IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the
definition of a joint venture must be accounted for using the equity method. The Group is currently assessing the impact that this standard will have on the financial position and performance. This standard becomes effective for annual periods
beginning on or after January 1, 2013.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



IFRS 12, Disclosure of Involvement with Other Entities 
IFRS 12 includes the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entitys interests in
subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required. The Group is currently assessing the impact that this standard will have on the financial position and performance. This standard
becomes effective for annual periods beginning on or after January 1, 2013.

IFRS 13, Fair Value
Measurement.IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS
when fair value is required or permitted. The Group is currently assessing the impact that this standard will have on the financial position and performance. This standard becomes effective for annual periods beginning on or after January 1,
2013.

Effective for the 2014 financial year

IAS 32 Financial Instruments: Offsetting (Amendment) This amendment addresses inconsistencies in current
practice when applying the offsetting criteria in IAS 32 Financial Instruments: Presentation. The amendments clarify the meaning of currently has a legally enforceable right of set-off; and that some gross settlement systems may
be considered equivalent to net settlement. The Group is currently assessing the impact that this standard will have on the financial position and performance. The amendments are effective for annual periods beginning on or after January 1,
2014 and are required to be applied retrospectively.

Effective for the 2015 financial year

IFRS 9, Financial Instruments (Phase I)  Phase I of IFRS 9 introduces new requirements for
classifying and measuring financial assets and financial liabilities.

IFRS 9 (Phase I) is applicable to all
financial assets and financial liabilities within the scope of IAS 39 Financial Instruments: Recognition and Measurement. At initial recognition, all financial assets (including hybrid contracts with a financial asset host) are measured at fair
value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Subsequent to initial recognition, financial assets that are debt instruments are classified at amortized cost or fair value on the basis of
both: (a) the entitys business model for managing the financial assets; and (b) the contractual cash flow characteristics of the financial asset. Debt instruments may be subsequently measured at amortized cost if: (a) the asset
is held within a business model whose objective is to hold the assets to collect the contractual cash flows; and (b) the contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal
and interest on the principal outstanding. All other debt instruments are subsequently measured at fair value. All financial assets that are equity investments are measured at fair value either through other comprehensive income or profit or loss.
This is an irrevocable choice the entity makes by instrument unless the equity investments are held for trading, in which case, they must be measured at fair value through profit or loss.

For financial liabilities designated at fair value through profit or loss using the fair value option (FVO liabilities),
the amount of change in the fair value of a liability that is attributable to changes in credit risk must be presented in other comprehensive income (OCI). The remainder of the change in fair value is presented in profit or loss, unless presentation
of the fair value change in respect of the liabilitys credit risk in OCI would create or enlarge an accounting mismatch in profit or loss. For financial liabilities not designated at fair value through profit or loss using the fair value
option (i.e., financial liabilities at amortized cost and held for trading liabilities), there are no changes as the existing IAS 39 classification and measurement requirements are retained and carried forward to IFRS 9.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



The Group is currently assessing the impact that this standard will have
on the financial position and performance. IFRS 9 is effective for annual periods beginning on or after January 1, 2015. Earlier application is permitted.



|3. | Acquisitions
|-- | ------------

Acquisition of Autoworld Media Company Limited

On
December 19, 2007, the Company acquired 100% of the ordinary shares of Autoworld Media Company Limited (Autoworld), a company incorporated in the British Virgin Islands. Autoworld conducts its business operations through its
subsidiary, Autoworld Business Consulting (Shanghai) Co. and SPE, Shanghai You Shi Advertising Communication Company Limited, which are established in the PRC, (collectively known as the Autoworld Group). The Autoworld Group provides
television advertising services targeted to the automobile industry.

The fair values of the identifiable
assets and liabilities as at the date of acquisition and the corresponding carrying values immediately before the acquisition were:



|                                 |  |                                    |            |   |                        |  |            |  
|-------------------------------- |  | ---------------------------------- | ---------- | - | ---------------------- |  | ---------- | -
|                                 |  | Fair valuerecognized onacquisition |            |   | Previouscarrying value | 
|                                 |  | RMB                                |            |   | RMB                    | 
|Property, plant and equipment    |  |                                    | 1,866,474  |   |                        |  | 1,866,474  |  
|Cash and cash equivalents        |  |                                    | 2,977,056  |   |                        |  | 2,977,056  |  
|Trade receivables                |  |                                    | 11,930,139 |   |                        |  | 11,930,139 |  
|Prepayment and other receivables |  |                                    | 383,090    |   |                        |  | 383,090    |  
|Intangible assets                |  |                                    |            |   |                        |  |            |  
|Trade name                       |  |                                    | 10,300,000 |   |                        |  |           |  
|Customer relationship            |  |                                    | 8,320,000  |   |                        |  |           |  
|Contract backlog                 |  |                                    | 470,000    |   |                        |  |           |  
|Non-compete agreement            |  |                                    | 240,000    |   |                        |  |           |  
|Trade payables                   |  |                                    | (432,841   | ) |                        |  | (432,841   | )
|Deferred tax liability           |  |                                    | (4,832,500 | ) |                        |  |           |  
|Other payables and accruals      |  |                                    | (3,607,130 | ) |                        |  | (3,607,130 | )
|Tax payable                      |  |                                    | (1,196,642 | ) |                        |  | (1,196,642 | )
|Dividend payables                |  |                                    | (4,469,641 | ) |                        |  | (4,469,641 | )
|                                 |  |                                    |            |   |                        |  |            |  
|Net assets                       |  |                                    | 21,948,005 |   |                        |  | 7,450,505  |  
|                                 |  |                                    |            |   |                        |  |            |  
|Goodwill arising on acquisition  |  |                                    | 42,571,455 |   |                        |  |            |  
|                                 |  |                                    |            |   |                        |  |            |  
|Total consideration              |  |                                    | 64,519,460 |   |                        |  |            |  
|                                 |  |                                    |            |   |                        |  |            |  

The purchase consideration comprises of a closing payment and two further payments
contingent on achieving certain performance targets. On the acquisition date, December 19, 2007, management concluded with certainty that the first contingent payment was going to be made based on the consolidated accounts of Autoworld Media
Company Limited, therefore the total consideration of the business combination at acquisition date was RMB64,519,460, which comprised the issuance of 1,028,507.5 shares, cash consideration of RMB14,786,337 (US$2,000,000) as part of the closing
payment, the first contingent consideration payment which comprised the issuance of 771,385.0 shares and RMB11,089,753 (US$1,500,000) in cash consideration and costs directly attributable to the business combination. The equity



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



consideration was recorded in equity as Share consideration to be issued at the date of the acquisition. The shares for the closing payment and the first contingent payment were
issued on February 1, 2008 and July 14, 2009, respectively. The cash consideration (net of foreign currency translation differences) of RMB14,211,600 for the closing payment and first contingent payment of RMB10,242,300 was paid on
March 3, 2008 and July 14, 2009, respectively.



|                                                                     |  |     |            | 
|-------------------------------------------------------------------- |  | --- | ---------- | 
|                                                                     |  | RMB |           
|Consideration at acquisition date:                                   |  |     |           
|Closing payment 1,028,507.5 shares to be issued                      |  |     | 22,081,918 | 
|Cash consideration                                                   |  |     | 14,786,337 | 
|                                                                     |  |     |            | 
|Total                                                                |  |     | 36,868,255 | 
|                                                                     |  |     |            | 
|First contingent consideration payment 771,385.0 shares to be issued |  |     | 16,561,452 | 
|Cash consideration                                                   |  |     | 11,089,753 | 
|                                                                     |  |     |            | 
|Total consideration                                                  |  |     | 64,519,460 | 
|                                                                     |  |     |            | 

Cash flows associated with this acquisition:



|              |  |      |             |   |      |  |             |  
|------------- |  | ---- | ----------- | - | ---- |  | ----------- | -
|              |  | 2008 |             |   | 2009 | 
|              |  | RMB  |             |   | RMB  | 
|Cash acquired |  |      |            |   |      |  |            |  
|Cash paid     |  |      | (14,211,600 | ) |      |  | (17,160,682 | )

The goodwill of RMB42,571,455 represented expected synergies arising at acquisition from
the knowledge and expertise of the employees of Shanghai You Shi Advertising Communication Company Limited.

On
December 31, 2009, upon the resolution of the contingent performance targets as agreed upon with the former shareholders of Autoworld Media Company Limited, an additional 294,195.0 shares and cash consideration of RMB6,918,382 was settled as
the second contingent payment. This resulted in an increase of goodwill of RMB13,836,764 to RMB56,408,219.

Acquisition of Bitcar

On November 30, 2011, the Group acquired 100% equity interest in Bitcar, a company incorporated in PRC from key management personnel of the Group. Refer to Note 23 for further discussion. Bitcar is a
provider of mobile Internet enabled sales tools for the PRC automobile industry. The Group acquired Bitcar to integrate Bitcars Digital Sales Assistant system with its existing online marketing platform.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



The fair values of the identifiable assets and liabilities as at the
date of acquisition and the corresponding carrying values immediately before the acquisition were:



|                                       |  |                                     |             |   |                         |  |             |  
|-------------------------------------- |  | ----------------------------------- | ----------- | - | ----------------------- |  | ----------- | -
|                                       |  | Fair value recognized onacquisition |             |   | Previous carrying value | 
|                                       |  | RMB                                 |             |   | RMB                     | 
|Property, plant and equipment          |  |                                     | 2,732,843   |   |                         |  | 2,732,843   |  
|Deferred tax assets                    |  |                                     | 3,164,169   |   |                         |  | 3,164,169   |  
|Cash and cash equivalents              |  |                                     | 113,633     |   |                         |  | 113,633     |  
|Trade receivables                      |  |                                     | 348,600     |   |                         |  | 348,600     |  
|Prepayment and other receivables       |  |                                     | 1,632,575   |   |                         |  | 1,632,575   |  
|Intangible assets                      |  |                                     |             |   |                         |  |             |  
|Digital Sales Assistant (DSA) system |  |                                     | 25,430,000  |   |                         |  |            |  
|Contract backlog                       |  |                                     | 14,163,000  |   |                         |  |            |  
|Deferred tax liability                 |  |                                     | (9,898,250  | ) |                         |  |            |  
|Other payables and accruals            |  |                                     | (16,643,210 | ) |                         |  | (16,643,210 | )
|                                       |  |                                     |             |   |                         |  |             |  
|Net assets                             |  |                                     | 21,043,360  |   |                         |  | (8,651,390  | )
|                                       |  |                                     |             |   |                         |  |             |  
|Goodwill arising on acquisition        |  |                                     | 38,992,640  |   |                         |  |             |  
|                                       |  |                                     |             |   |                         |  |             |  
|Total consideration                    |  |                                     | 60,036,000  |   |                         |  |             |  
|                                       |  |                                     |             |   |                         |  |             |  

From the date of acquisition, Bitcar has contributed RMB4,156,080 of revenue and
RMB83,221 to the net profit before tax from continuing operations of the Group, respectively. If the combination had taken place at the beginning of the year, revenue from continuing operations would have been RMB681,598,621 and the profit from
continuing operations for the Group would have been RMB79,887,974.

The fair value and gross amount of the
trade receivables amounted to RMB348,600. None of the trade receivables have been impaired and it is expected that the full contractual amounts can be collected. The DSA system which is similar to an enterprise resource management system enables
automobile manufacturers and dealers to manage their products, services and customer needs on mobile Internet enabled sales tools. The contract backlog comprises of outstanding unfulfilled revenue contracts of Bitcar. The remaining amortization
period for the DSA system and the contract backlog is approximately ten and two years, respectively.

The
goodwill of RMB38,992,640 represented expected synergies arising at acquisition, and the knowledge and expertise of the employees of Bitcar that did not qualify for separate recognition. None of the goodwill recognized is expected to be deductible
for income tax purposes.

The total purchase consideration comprises of two cash payments, a closing payment
and one payment contingent on achieving certain performance targets. There will be an additional cash payment to the selling shareholders of Bitcar (who are the Groups key management personnel), amounting to the difference between
(i) Bitcars revenues for the year ended December 31, 2012 calculated in accordance with IFRS; and (ii) the closing payment of RMB45,000,000, subject to a total purchase consideration cap of RMB63,000,000.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



The key performance indicators of Bitcar indicate that an estimated
revenue target for the year ended December 31, 2012 of RMB16,000,000 will be achieved and that an estimated revenue target of RMB18,000,000 for the year ended December 31, 2012 is probable due to a significant expansion of the business and
synergies implemented. As at the acquisition date, the fair value of the contingent consideration was RMB15,036,000. The contingent consideration as at December 31, 2011 has been increased by RMB84,154 to RMB15,120,154 to reflect the change in
fair value of the discounted cash payment from acquisition date through December 31, 2011 (see Note 2). This fair value adjustment was recognized in interest expense.



|                                   |  |     |            | 
|---------------------------------- |  | --- | ---------- | 
|                                   |  | RMB |           
|Consideration at acquisition date: |  |     |            | 
|Closing payment                    |  |     | 45,000,000 | 
|Contingent consideration           |  |     | 15,036,000 | 
|                                   |  |     |            | 
|Total consideration                |  |     | 60,036,000 | 
|                                   |  |     |            | 

Cash flows associated with this acquisition:



|              |  |      |             |  
|------------- |  | ---- | ----------- | -
|              |  | 2011 |            
|              |  | RMB  |            
|Cash acquired |  |      | 113,633     |  
|Cash paid     |  |      | (45,000,000 | )



|4. | Investment in an associate
|-- | --------------------------

On May 24, 2011, the Group acquired a 49% interest in Beijing Xinchuang Interactive Advertising Company Limited (BXIA), whose principal activities were intended to be the provision of
advertising services for RMB490,000. BXIA is in the start-up phase with no material operations, and is a private entity that is not listed on any public exchange. The Groups investment in BXIA was accounted for under the equity method.

During the year ended December 31, 2011, the Groups share of the loss of BXIA was RMB77,292.
Summarized financial information of BXIA has not been presented because the effects were not material to the Groups financial position or performance.



|5. | Revenue
|-- | -------



|                                         |  |      |             |  |      |  |             |      |  |  |             | 
|---------------------------------------- |  | ---- | ----------- |  | ---- |  | ----------- | ---- |  |  | ----------- | 
|                                         |  | 2009 |             |  | 2010 |  |             | 2011 | 
|                                         |  | RMB  |             |  | RMB  |  |             | RMB  | 
|Advertising activities                   |  |      | 160,356,579 |  |      |  | 255,676,275 |      |  |  | 403,017,024 | 
|Dealer subscription and listing services |  |      | 51,529,488  |  |      |  | 91,686,816  |      |  |  | 166,677,760 | 
|Advertising agent services               |  |      | 81,426,994  |  |      |  | 110,741,951 |      |  |  | 100,259,532 | 
|                                         |  |      |             |  |      |  |             |      |  |  |             | 
|                                         |  |      | 293,313,061 |  |      |  | 458,105,042 |      |  |  | 669,954,316 | 
|                                         |  |      |             |  |      |  |             |      |  |  |             | 



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|6. | (Loss)/profit before tax
|-- | ------------------------

6.1 Selling and administrative expenses



|                              |  |      |             |  |      |  |             |      |  |  |             | 
|----------------------------- |  | ---- | ----------- |  | ---- |  | ----------- | ---- |  |  | ----------- | 
|                              |  | 2009 |             |  | 2010 |  |             | 2011 | 
|                              |  | RMB  |             |  | RMB  |  |             | RMB  | 
|Salaries and benefits         |  |      | 49,290,389  |  |      |  | 83,462,731  |      |  |  | 128,185,220 | 
|Depreciation and amortization |  |      | 2,919,612   |  |      |  | 6,322,278   |      |  |  | 12,167,384  | 
|Operating lease expenses      |  |      | 9,064,851   |  |      |  | 17,477,838  |      |  |  | 18,312,089  | 
|Share based payment           |  |      | 292,159     |  |      |  | 7,509,698   |      |  |  | 18,717,176  | 
|Office expenses               |  |      | 11,071,795  |  |      |  | 18,987,923  |      |  |  | 29,925,094  | 
|Provision for bad debts       |  |      | 1,649,488   |  |      |  | 634,839     |      |  |  | 2,086,570   | 
|Marketing expenses            |  |      | 47,089,741  |  |      |  | 73,157,210  |      |  |  | 129,679,881 | 
|Others                        |  |      | 3,889,446   |  |      |  | 4,449,658   |      |  |  | 8,660,640   | 
|                              |  |      |             |  |      |  |             |      |  |  |             | 
|                              |  |      | 125,267,481 |  |      |  | 212,002,175 |      |  |  | 347,734,054 | 
|                              |  |      |             |  |      |  |             |      |  |  |             | 

6.2 Other income



|                          |  |      |         |  |      |  |           |      |  |  |            | 
|------------------------- |  | ---- | ------- |  | ---- |  | --------- | ---- |  |  | ---------- | 
|                          |  | 2009 |         |  | 2010 |  |           | 2011 | 
|                          |  | RMB  |         |  | RMB  |  |           | RMB  | 
|Unrealized exchange gains |  |      | 308,962 |  |      |  | 5,317,384 |      |  |  | 24,059,008 | 
|Others                    |  |      | 285,251 |  |      |  | 40,817    |      |  |  | 781,670    | 
|                          |  |      |         |  |      |  |           |      |  |  |            | 
|                          |  |      | 594,213 |  |      |  | 5,358,201 |      |  |  | 24,840,678 | 
|                          |  |      |         |  |      |  |           |      |  |  |            | 

Unrealized exchange gains represent foreign exchange differences from monetary assets and
liabilities denominated in foreign currencies retranslating at the functional currency spot rates of exchange ruling at the reporting date. The unrealized exchange gain above is as a result from the appreciation of the RMB against the US$.

6.3 Other expenses



|                                                  |  |      |           |  |      |  |           |      |  |  |           | 
|------------------------------------------------- |  | ---- | --------- |  | ---- |  | --------- | ---- |  |  | --------- | 
|                                                  |  | 2009 |           |  | 2010 |  |           | 2011 | 
|                                                  |  | RMB  |           |  | RMB  |  |           | RMB  | 
|Loss on disposal of property, plant and equipment |  |      | 666,449   |  |      |  | 74,556    |      |  |  | 33,683    | 
|Others                                            |  |      | 501,198   |  |      |  | 1,271,197 |      |  |  | 2,337,733 | 
|                                                  |  |      |           |  |      |  |           |      |  |  |           | 
|                                                  |  |      | 1,167,647 |  |      |  | 1,345,753 |      |  |  | 2,371,416 | 
|                                                  |  |      |           |  |      |  |           |      |  |  |           | 



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|7. | Income tax expense
|-- | ------------------

The major components of income tax expense for the years ended December 31, 2009, 2010 and 2011 are:



|                                                                                   |  |      |           |   |      |  |            |      |  |  |            |  
|---------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- |  | ---------- | ---- |  |  | ---------- | -
|                                                                                   |  | 2009 |           |   | 2010 |  |            | 2011 | 
|                                                                                   |  | RMB  |           |   | RMB  |  |            | RMB  | 
|Current income tax                                                                 |  |      |           |   |      |  |            |      |  |  |            |  
|Current income tax charge                                                          |  |      | 3,936,842 |   |      |  | 14,228,153 |      |  |  | 14,970,011 |  
|Deferred income tax                                                                |  |      |           |   |      |  |            |      |  |  |            |  
|Relating to operating loss                                                         |  |      | (136,617  | ) |      |  | (1,209,416 | )    |  |  | (846,296   | )
|Relating to origination and reversal of temporary differences                      |  |      | (298,132  | ) |      |  | 166,758    |      |  |  | (4,365,275 | )
|                                                                                   |  |      |           |   |      |  |            |      |  |  |            |  
|Income tax expense reported in the consolidated statements of comprehensive income |  |      | 3,502,093 |   |      |  | 13,185,495 |      |  |  | 9,758,440  |  
|                                                                                   |  |      |           |   |      |  |            |      |  |  |            |  

A reconciliation between income tax expense and the product of the accounting
(loss)/profit multiplied by the PRC tax rate for the years ended December 31, 2009, 2010, and 2011 is as follows:



|                                                                                   |  |      |             |    |      |  |                |      |  |  |             |  
|---------------------------------------------------------------------------------- |  | ---- | ----------- | -- | ---- |  | -------------- | ---- |  |  | ----------- | -
|                                                                                   |  | 2009 |             |    | 2010 |  |                | 2011 | 
|                                                                                   |  | RMB  |             |    | RMB  |  |                | RMB  | 
|(Loss)/profit before tax from continuing operations                                |  |      | (2,533,487  | )  |      |  | (1,208,794,593 | )    |  |  | 96,932,242  |  
|Loss before tax from discontinued operations                                       |  |      | (50,911,927 | )  |      |  | (27,065,324    | )    |  |  |            |  
|                                                                                   |  |      |             |    |      |  |                |      |  |  |             |  
|Accounting (loss)/profit before income tax                                         |  |      | (53,445,414 | )  |      |  | (1,235,859,917 | )    |  |  | 96,932,242  |  
|                                                                                   |  |      |             |    |      |  |                |      |  |  |             |  
|Tax at statutory tax rate of 25%                                                   |  |      | (13,361,353 | )  |      |  | (308,964,979   | )    |  |  | 24,233,061  |  
|Tax holiday or lower tax rates for certain entities comprising the Group           |  |      | (2,746,659  | )  |      |  | (11,970,126    | )    |  |  | (18,438,869 | )
|Effect of differing tax rates in different jurisdictions                           |  |      | 11,954,421  |    |      |  | 320,967,060    |      |  |  | 3,564,632   |  
|Utilization of previously unrecognized tax losses                                  |  |      | (1,199,019  | )  |      |  | (5,638,100     | )    |  |  | (1,681,597  | )
|Non-taxable income                                                                 |  |      | (2,720,675  | )  |      |  | (1,111,720     | )    |  |  | (5,003,525  | )
|Non-deductible expenses                                                            |  |      | 4,036,403   |    |      |  | 36,900,930     |      |  |  | 8,116,292   |  
|Adjustment to current income tax of prior years                                    |  |      |            |    |      |  |               |      |  |  | (2,944,739  | )
|Effect on deferred tax of changes in tax rates                                     |  |      | (35,311     | )  |      |  |               |      |  |  | (441,614    | )
|Unrecognized tax losses                                                            |  |      | 10,974,592  |    |      |  | 6,786,509      |      |  |  | 1,642,869   |  
|Others                                                                             |  |      |            |    |      |  | 460,425        |      |  |  | 711,930     |  
|                                                                                   |  |      |             |    |      |  |                |      |  |  |             |  
|                                                                                   |  |      | 6,902,399   |    |      |  | 37,429,999     |      |  |  | 9,758,440   |  
|                                                                                   |  |      |             |    |      |  |                |      |  |  |             |  
|Income tax expense reported in the consolidated statements of comprehensive income |  |      | 3,502,093   |    |      |  | 13,185,495     |      |  |  | 9,758,440   |  
|Income tax attributable to a discontinued operation                                |  |      | 3,400,306   |    |      |  | 24,244,504     |      |  |  |            |  
|                                                                                   |  |      |             |    |      |  |                |      |  |  |             |  
|                                                                                   |  |      | 6,902,399   |    |      |  | 37,429,999     |      |  |  | 9,758,440   |  
|                                                                                   |  |      |             |    |      |  |                |      |  |  |             |  
|Effective income tax rate                                                          |  |      | (12.9       | )% |      |  | (3.0           | )%   |  |  | 10.1        | %



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Deferred tax

Deferred tax at December 31, 2010 and 2011, relates to the following:



|                                                              |  |                                              |           |  |                                                |  |            |      |  |  |           |   |  |  |           |  
|------------------------------------------------------------- |  | -------------------------------------------- | --------- |  | ---------------------------------------------- |  | ---------- | ---- |  |  | --------- | - |  |  | --------- | -
|                                                              |  | Consolidated statementsof financial position |           |  | Consolidated statementsof comprehensive income | 
|                                                              |  | 2010                                         |           |  | 2011                                           |  |            | 2010 |  |  | 2011      |  
|                                                              |  | RMB                                          |           |  | RMB                                            |  |            | RMB  |  |  | RMB       |  
|Deferred tax assets                                           |  |                                              |           |  |                                                |  |            |      |  |  |           |   |  |  |           |  
|Depreciation of property, plant and equipment                 |  |                                              |          |  |                                                |  |           |      |  |  | (59,793   | ) |  |  |          |  
|Amortization of intangible assets                             |  |                                              | 106,230   |  |                                                |  | 247,209    |      |  |  | 43,667    |   |  |  | 140,979   |  
|Provision for bad debts                                       |  |                                              | 650,000   |  |                                                |  |           |      |  |  | (150,632  | ) |  |  | (650,000  | )
|Tax losses available for offset against future taxable income |  |                                              | 1,940,340 |  |                                                |  | 5,950,805  |      |  |  | 1,209,416 |   |  |  | 846,296   |  
|Accrued wages and salaries                                    |  |                                              |          |  |                                                |  | 4,673,786  |      |  |  |          |   |  |  | 4,673,786 |  
|                                                              |  |                                              |           |  |                                                |  |            |      |  |  |           |   |  |  |           |  
|                                                              |  |                                              | 2,696,570 |  |                                                |  | 10,871,800 |      |  |  | 1,042,658 |   |  |  | 5,011,061 |  
|                                                              |  |                                              |           |  |                                                |  |            |      |  |  |           |   |  |  |           |  
|Deferred tax liabilities                                      |  |                                              |           |  |                                                |  |            |      |  |  |           |   |  |  |           |  
|Intangible assets acquired in a business combination          |  |                                              |          |  |                                                |  | (9,697,740 | )    |  |  |          |   |  |  | 200,510   |  
|                                                              |  |                                              |           |  |                                                |  |            |      |  |  |           |   |  |  |           |  
|                                                              |  |                                              |          |  |                                                |  | (9,697,740 | )    |  |  |          |   |  |  | 200,510   |  
|                                                              |  |                                              |           |  |                                                |  |            |      |  |  |           |   |  |  |           |  
|Deferred tax expense                                          |  |                                              |           |  |                                                |  |            |      |  |  | 1,042,658 |   |  |  | 5,211,571 |  
|                                                              |  |                                              |           |  |                                                |  |            |      |  |  |           |   |  |  |           |  
|Deferred tax assets, net                                      |  |                                              | 2,696,570 |  |                                                |  | 1,174,060  |      |  |  |           |   |  |  |           |  
|                                                              |  |                                              |           |  |                                                |  |            |      |  |  |           |   |  |  |           |  

Reconciliation of deferred tax assets, net



|                                                           |  |      |            |   |      |  |            |  
|---------------------------------------------------------- |  | ---- | ---------- | - | ---- |  | ---------- | -
|                                                           |  | 2010 |            |   | 2011 | 
|                                                           |  | RMB  |            |   | RMB  | 
|Opening balance as of January 1,                           |  |      | (2,036,806 | ) |      |  | 2,696,570  |  
|Tax expense recognized in profit or loss during the period |  |      | 1,042,658  |   |      |  | 5,211,571  |  
|Deferred taxes, net acquired in a business combination     |  |      |           |   |      |  | (6,734,081 | )
|Distribution to shareholders                               |  |      | 3,690,718  |   |      |  |           |  
|                                                           |  |      |            |   |      |  |            |  
|Closing balance as at December 31                          |  |      | 2,696,570  |   |      |  | 1,174,060  |  
|                                                           |  |      |            |   |      |  |            |  

At December 31, 2011, the Group had RMB44,697,774 (2010: RMB28,810,825, 2009:
RMB60,762,008) of tax losses carry forwards that would be available to offset against future taxable profit. A deferred tax asset has been recognized in respect of RMB23,803,221 of tax losses carry forward in 2011 (2010: RMB7,761,360, 2009:
RMB4,020,363). No deferred tax asset has been recognized in respect of RMB20,894,553 of tax losses carry forward in 2011 (2010: RMB21,049,465, 2009: RMB56,741,645) as they may not be used to offset taxable profits elsewhere in the Group and they
have arisen in SPEs that have been loss-making for some time. These SPEs have no taxable temporary differences or any tax planning opportunities available that could support the recognition of these losses as deferred tax assets. The tax losses
would expire five years after the losses were incurred.

At December 31, 2011, the Group had RMB16,606,310
(2010: RMB3,565,731, 2009: RMB6,291,231) of other temporary differences. Deferred tax liabilities or assets have been recognized in 2011 for



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



RMB 16,606,310 of these temporary differences (2010: RMB3,565,731, 2009: RMB4,362,704). Deferred tax liabilities or assets were fully recognized in respect of the other temporary differences
in 2011 and 2010. No deferred tax asset has been recognized in respect of the other temporary differences in 2009 for RMB1,928,527. These other temporary differences do not have a fixed expiry date.

The Group did not provide for deferred income taxes and withholding taxes on the undistributed earnings of its
subsidiaries and its SPEs as of December 31, 2010 and 2011 on the basis of its intent to reinvest the earnings. The Company is able to control the timing of the reversal of this temporary difference. Also, management considered that it is
probable that this temporary difference will not reverse in the foreseeable future. The undistributed earnings amounted to RMB2,253,019 and RMB61,437,870 as of December 31, 2010 and 2011. Determination of the amount of unrecognized deferred tax
liability related to these earnings is not practicable.



|8. | Discontinued operations
|-- | -----------------------

On May 31, 2010, the Company distributed cash and the net assets of the distributed entities to its shareholders. This decision was based on the Board of Directors assessment that the distributed
entities were not aligned with the Groups long-term growth strategy, making it difficult for management to focus on its core business, which is the provision of internet related services to derive growth and profitability for the Group.

Accordingly, the Group recognized a distribution to shareholders amounting to RMB101,962,387 in the
consolidated statement of changes in equity for the year ended December 31, 2010, which included RMB8,135,379 of cash balances of the distributed entities. The assets and liabilities distributed are as follows:



|                                  |  |     |             |  
|--------------------------------- |  | --- | ----------- | -
|                                  |  | RMB |            
|Trade receivables                 |  |     | 61,895,238  |  
|Bills receivables                 |  |     | 3,495,200   |  
|Goodwill                          |  |     | 58,745,849  |  
|Prepayments and other receivables |  |     | 21,626,248  |  
|Intangible assets                 |  |     | 14,377,415  |  
|Cash and cash equivalents         |  |     | 8,135,379   |  
|Property, plant and equipment     |  |     | 4,512,330   |  
|Other payables and accruals       |  |     | (28,984,916 | )
|Income tax payable                |  |     | (23,881,296 | )
|Trade payables                    |  |     | (13,615,391 | )
|Deferred tax liabilities          |  |     | (3,679,499  | )
|Non-controlling interest          |  |     | (664,170    | )
|                                  |  |     |             |  
|                                  |  |     | 101,962,387 |  
|                                  |  |     |             |  



F-38



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



The distributed entities are considered to be discontinued operations.
Comparative information for prior years is presented in the consolidated financial statements so that the disclosures relate to all operations that have been discontinued by the end of the reporting year for the latest year presented, which is
December 31, 2011. The results of the distributed entities are as follows:



|                                                   |  |      |             |   |      |  |             |  
|-------------------------------------------------- |  | ---- | ----------- | - | ---- |  | ----------- | -
|                                                   |  | 2009 |             |   | 2010 | 
|                                                   |  | RMB  |             |   | RMB  | 
|Revenue                                            |  |      | 125,407,237 |   |      |  | 32,895,720  |  
|Cost of revenue                                    |  |      | (99,547,859 | ) |      |  | (31,578,680 | )
|                                                   |  |      |             |   |      |  |             |  
|Gross profit                                       |  |      | 25,859,378  |   |      |  | 1,317,040   |  
|Expenses                                           |  |      | (75,447,116 | ) |      |  | (28,709,417 | )
|Interest income                                    |  |      | 50,214      |   |      |  |            |  
|Other (expenses)/income                            |  |      | (1,374,403  | ) |      |  | 327,053     |  
|                                                   |  |      |             |   |      |  |             |  
|Loss before tax from discontinued operations       |  |      | (50,911,927 | ) |      |  | (27,065,324 | )
|Income tax expense                                 |  |      | (3,400,306  | ) |      |  | (24,244,504 | )
|                                                   |  |      |             |   |      |  |             |  
|Loss for the year from the discontinued operations |  |      | (54,312,233 | ) |      |  | (51,309,828 | )
|                                                   |  |      |             |   |      |  |             |  

On May 31, 2010, prior to the distribution to shareholders, BBII waived amounts due
from certain SPEs included in the distributed entities. PRC tax law does not allow intercompany gains or losses to be offset upon consolidation and requires corporate income tax to be recognized at the statutory rate of 25% by the entity that
receives the waiver. Accordingly, the distributed entities recognized corporate income tax expenses amounting to RMB23,891,313 for the year ended December 31, 2010.

The cash flows of the discontinued operations for the years ended December 31, 2009 and 2010 were as follows:



|                     |  |      |             |   |      |  |             |  
|-------------------- |  | ---- | ----------- | - | ---- |  | ----------- | -
|                     |  | 2009 |             |   | 2010 | 
|                     |  | RMB  |             |   | RMB  | 
|Operating activities |  |      | (9,596,132  | ) |      |  | (20,577,156 | )
|Investing activities |  |      | (4,435,821  | ) |      |  |            |  
|Financing activities |  |      |            |   |      |  |            |  
|                     |  |      |             |   |      |  |             |  
|Net cash outflows    |  |      | (14,031,953 | ) |      |  | (20,577,156 | )
|                     |  |      |             |   |      |  |             |  

Loss per share:



|                                               |  |      |       |   |      |  |       |  
|---------------------------------------------- |  | ---- | ----- | - | ---- |  | ----- | -
|                                               |  | 2009 |       |   | 2010 | 
|                                               |  | RMB  |       |   | RMB  | 
|Basic, attributable to ordinary shareholders   |  |      | (1.86 | ) |      |  | (1.55 | )
|Diluted, attributable to ordinary shareholders |  |      | (1.86 | ) |      |  | (1.55 | )

On September 22, 2009, the Company sold Shanghai Cheng Chen Media Company Limited
(SHCC) to Autoworld Media Company Limited and recognized a loss on discontinued operation amounting to RMB300,412, this amount is included in the loss on discontinued operations in the disclosure above.



F-39



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|9. | Property, plant and equipment
|-- | -----------------------------



|                                      |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|------------------------------------- |  | -------------------- | ---------- | - | ------------- |  | ---------- | --------------------- |  |  | --------------------- | - |  | ----- | ---------- | - |  |  | ---------- | -
|                                      |  | Computers andservers |            |   | Motorvehicles |  |            | Furnitureand fixtures |  |  | Leaseholdimprovements |   |  | Total |           
|                                      |  | RMB                  |            |   | RMB           |  |            | RMB                   |  |  | RMB                   |   |  | RMB   |           
|Cost:                                 |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|At January 1, 2010                    |  |                      | 21,631,237 |   |               |  | 5,729,402  |                       |  |  | 3,232,689             |   |  |       |           |   |  |  | 30,593,328 |  
|Additions                             |  |                      | 7,574,794  |   |               |  | 1,363,846  |                       |  |  | 358,173               |   |  |       | 10,220,406 |   |  |  | 19,517,219 |  
|Disposals                             |  |                      | (8,700     | ) |               |  | (237,475   | )                     |  |  | (4,212                | ) |  |       | (76,500    | ) |  |  | (326,887   | )
|Distribution to shareholders (Note 8) |  |                      | (4,049,903 | ) |               |  | (1,564,597 | )                     |  |  | (2,478,549            | ) |  |       |           |   |  |  | (8,093,049 | )
|                                      |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|At December 31, 2010                  |  |                      | 25,147,428 |   |               |  | 5,291,176  |                       |  |  | 1,108,101             |   |  |       | 10,143,906 |   |  |  | 41,690,611 |  
|Additions                             |  |                      | 14,330,553 |   |               |  | 1,660,272  |                       |  |  | 54,396                |   |  |       | 7,122      |   |  |  | 16,052,343 |  
|Acquisition of a subsidiary (Note 3)  |  |                      | 2,495,784  |   |               |  |           |                       |  |  | 12,954                |   |  |       | 224,105    |   |  |  | 2,732,843  |  
|Disposals                             |  |                      | (85,475    | ) |               |  | (116,700   | )                     |  |  |                      |   |  |       |           |   |  |  | (202,175   | )
|                                      |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|At December 31, 2011                  |  |                      | 41,888,290 |   |               |  | 6,834,748  |                       |  |  | 1,175,451             |   |  |       | 10,375,133 |   |  |  | 60,273,622 |  
|                                      |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|Accumulated depreciation:             |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|At January 1, 2010                    |  |                      | 7,166,689  |   |               |  | 2,493,950  |                       |  |  | 1,231,416             |   |  |       |           |   |  |  | 10,892,055 |  
|Charge for the year                   |  |                      | 4,436,937  |   |               |  | 891,525    |                       |  |  | 736,127               |   |  |       | 1,526,686  |   |  |  | 7,591,275  |  
|Disposals                             |  |                      | (406       | ) |               |  | (81,140    | )                     |  |  | (1,685                | ) |  |       | (5,100     | ) |  |  | (88,331    | )
|Distribution to shareholders (Note 8) |  |                      | (898,651   | ) |               |  | (956,759   | )                     |  |  | (1,725,309            | ) |  |       |           |   |  |  | (3,580,719 | )
|                                      |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|At December 31, 2010                  |  |                      | 10,704,569 |   |               |  | 2,347,576  |                       |  |  | 240,549               |   |  |       | 1,521,586  |   |  |  | 14,814,280 |  
|Charge for the year                   |  |                      | 7,274,782  |   |               |  | 1,092,536  |                       |  |  | 223,897               |   |  |       | 2,035,764  |   |  |  | 10,626,979 |  
|Disposals                             |  |                      | (71,307    | ) |               |  | (64,185    | )                     |  |  |                      |   |  |       |           |   |  |  | (135,492   | )
|                                      |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|At December 31, 2011                  |  |                      | 17,908,044 |   |               |  | 3,375,927  |                       |  |  | 464,446               |   |  |       | 3,557,350  |   |  |  | 25,305,767 |  
|                                      |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|Net book value:                       |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|At December 31, 2011                  |  |                      | 23,980,246 |   |               |  | 3,458,821  |                       |  |  | 711,005               |   |  |       | 6,817,783  |   |  |  | 34,967,855 |  
|                                      |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  
|At December 31, 2010                  |  |                      | 14,442,859 |   |               |  | 2,943,600  |                       |  |  | 867,552               |   |  |       | 8,622,320  |   |  |  | 26,876,331 |  
|                                      |  |                      |            |   |               |  |            |                       |  |  |                       |   |  |       |            |   |  |  |            |  

As of December 31, 2011 and 2010, the gross carrying amount of fully depreciated property, plant and
equipment that were still in use were RMB4,641,458 and RMB748,910, respectively.



F-40



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|10. | Intangible assets
|--- | -----------------



|                                      |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|------------------------------------- |  | ----------------- | ---------- | - | ---------------------------- |  | ---------- | -------------------------------- |  |  | ----------- | - |  | --------------- | --------- |  | --------------------- |  | ---------- | -------------------- |  |  | ---------- | - |  | ----- | ---------- | - |  |  | -------- | - |  |  | ----------- | -
|                                      |  | Purchasedsoftware |            |   | Digital SalesAssistantsystem |  |            | Trade nameand lifetimemembership |  |  | Domainnames |   |  | ContractBacklog |           |  | Customerrelationships |  |            | Partnershipagreement |  |  | Others     |   |  | Total |           
|                                      |  | RMB               |            |   | RMB                          |  |            | RMB                              |  |  | RMB         |   |  | RMB             |           |  | RMB                   |  |            | RMB                  |  |  | RMB        |   |  | RMB   |           
|Cost:                                 |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|At January 1, 2010                    |  |                   | 7,208,530  |   |                              |  |           |                                  |  |  | 12,861,525  |   |  |                 |          |  |                       |  |           |                      |  |  | 8,650,000  |   |  |       | 3,380,000  |   |  |  | 710,000  |   |  |  | 32,810,055  |  
|Additions                             |  |                   | 502,555    |   |                              |  |           |                                  |  |  |            |   |  |                 |          |  |                       |  |           |                      |  |  |           |   |  |       |           |   |  |  |         |   |  |  | 502,555     |  
|Distribution to shareholders (Note 8) |  |                   | (500,000   | ) |                              |  |           |                                  |  |  | (10,300,000 | ) |  |                 |          |  |                       |  |           |                      |  |  | (8,650,000 | ) |  |       | (3,380,000 | ) |  |  | (710,000 | ) |  |  | (23,540,000 | )
|                                      |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|At December 31, 2010                  |  |                   | 7,211,085  |   |                              |  |           |                                  |  |  | 2,561,525   |   |  |                 |          |  |                       |  |           |                      |  |  |           |   |  |       |           |   |  |  |         |   |  |  | 9,772,610   |  
|Additions                             |  |                   | 4,511,380  |   |                              |  |           |                                  |  |  | 3,202,000   |   |  |                 | 4,787,636 |  |                       |  |           |                      |  |  |           |   |  |       |           |   |  |  | 3,900    |   |  |  | 12,504,916  |  
|Acquisition of a subsidiary (Note 3)  |  |                   |           |   |                              |  | 25,430,000 |                                  |  |  |            |   |  |                 |          |  |                       |  | 14,163,000 |                      |  |  |           |   |  |       |           |   |  |  |         |   |  |  | 39,593,000  |  
|                                      |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|At December 31, 2011                  |  |                   | 11,722,465 |   |                              |  | 25,430,000 |                                  |  |  | 5,763,525   |   |  |                 | 4,787,636 |  |                       |  | 14,163,000 |                      |  |  |           |   |  |       |           |   |  |  | 3,900    |   |  |  | 61,870,526  |  
|                                      |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|Amortization:                         |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|At January 1, 2010                    |  |                   | 1,472,785  |   |                              |  |           |                                  |  |  |            |   |  |                 |          |  |                       |  |           |                      |  |  | 4,374,200  |   |  |       | 3,380,000  |   |  |  | 567,804  |   |  |  | 9,794,789   |  
|Amortization                          |  |                   | 1,111,383  |   |                              |  |           |                                  |  |  |            |   |  |                 |          |  |                       |  |           |                      |  |  | 815,581    |   |  |       |           |   |  |  | 25,000   |   |  |  | 1,951,964   |  
|Distribution to shareholders (Note 8) |  |                   |           |   |                              |  |           |                                  |  |  |            |   |  |                 |          |  |                       |  |           |                      |  |  | (5,189,781 | ) |  |       | (3,380,000 | ) |  |  | (592,804 | ) |  |  | (9,162,585  | )
|                                      |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|At December 31, 2010                  |  |                   | 2,584,168  |   |                              |  |           |                                  |  |  |            |   |  |                 |          |  |                       |  |           |                      |  |  |           |   |  |       |           |   |  |  |         |   |  |  | 2,584,168   |  
|Amortization                          |  |                   | 1,784,652  |   |                              |  | 211,917    |                                  |  |  |            |   |  |                 | 244,297   |  |                       |  | 590,125    |                      |  |  |           |   |  |       |           |   |  |  | 13       |   |  |  | 2,831,004   |  
|                                      |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|At December 31, 2011                  |  |                   | 4,368,820  |   |                              |  | 211,917    |                                  |  |  |            |   |  |                 | 244,297   |  |                       |  | 590,125    |                      |  |  |           |   |  |       |           |   |  |  | 13       |   |  |  | 5,415,172   |  
|                                      |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|Net book value                        |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|At December 31, 2011                  |  |                   | 7,353,645  |   |                              |  | 25,218,083 |                                  |  |  | 5,763,525   |   |  |                 | 4,543,339 |  |                       |  | 13,572,875 |                      |  |  |           |   |  |       |           |   |  |  | 3,887    |   |  |  | 56,455,354  |  
|                                      |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  
|At December 31, 2010                  |  |                   | 4,626,917  |   |                              |  |           |                                  |  |  | 2,561,525   |   |  |                 |          |  |                       |  |           |                      |  |  |           |   |  |       |           |   |  |  |         |   |  |  | 7,188,442   |  
|                                      |  |                   |            |   |                              |  |            |                                  |  |  |             |   |  |                 |           |  |                       |  |            |                      |  |  |            |   |  |       |            |   |  |  |          |   |  |  |             |  

On May 31, 2010, the Company distributed cash and net assets of the distributed
entities to its shareholders, which included intangible assets such as the customer relationships, partnership agreement, others and a portion of purchased software (Note 8).

As of December 31, 2011 and 2010, the gross carrying amount of fully amortized intangible assets that were still in
use were RMB213,709 and RMB5,639, respectively.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



The addition in purchased software was mainly related to Microsoft
software to improve the enterprise resource process. The addition in trade name and domain names was mainly due to the purchase consideration paid to third parties to acquire the 


LOGO
; EARS trade name, and yiche.com and taoche.com domain names, respectively.

Management determined the trade name and lifetime membership would have an indefinite useful life as the assets may be used indefinitely without significant costs of renewal.

There were no indicators of impairment associated with the finite lived intangible assets as of December 31, 2010 and
2011. Refer to Note 12 for further discussion on the impairment testing of indefinite lived intangible assets.



|11. | Goodwill
|--- | --------



|                                      |  |     |             |  
|------------------------------------- |  | --- | ----------- | -
|                                      |  | RMB |            
|At January 1, 2010                    |  |     | 58,745,849  |  
|Distribution to shareholders (Note 8) |  |     | (58,745,849 | )
|                                      |  |     |             |  
|At December 31, 2010                  |  |     |            |  
|Acquisition of Bitcar (Note 3)        |  |     | 38,992,640  |  
|                                      |  |     |             |  
|At December 31, 2011                  |  |     | 38,992,640  |  
|                                      |  |     |             |  



|12. | Impairment testing of goodwill and intangible assets with indefinite lives
|--- | --------------------------------------------------------------------------

Goodwill and intangible assets with indefinite lives have been allocated to the following CGUs, which are separate
entities, respectively, for impairment testing.



| |  |  | Beijing Bitauto Internet Information Company Limited (BBII)
| | - |  | -------------------------------------------------------------



| |  |  | Beijing Bitauto Information Technology Company Limited (BBIT)
| | - |  | ---------------------------------------------------------------



| |  |  | Beijing Bitcar Interactive Information Technology Co., Ltd. (Bitcar)
| | - |  | ----------------------------------------------------------------------

The initial allocation of goodwill associated with the acquisition of Bitcar to the Bitcar CGU has been made on a
provisional basis.



|                                        |  |                   |           |  |       |  |           | 
|--------------------------------------- |  | ----------------- | --------- |  | ----- |  | --------- | 
|                                        |  | December 31, 2010 |          
|                                        |  | BBII              |           |  | Total | 
|                                        |  | RMB               |           |  | RMB   | 
|Lifetime membership                     |  |                   | 1,641,480 |  |       |  | 1,641,480 | 
|Trade name with indefinite useful lives |  |                   | 920,045   |  |       |  | 920,045   | 



|                                        |  |                   |           |  |      |  |           |        |  |  |            |  |  |  |            | 
|--------------------------------------- |  | ----------------- | --------- |  | ---- |  | --------- | ------ |  |  | ---------- |  |  |  | ---------- | 
|                                        |  | December 31, 2011 |          
|                                        |  | BBII              |           |  | BBIT |  |           | Bitcar |  |  | Total      | 
|                                        |  | RMB               |           |  | RMB  |  |           | RMB    |  |  | RMB        | 
|Goodwill                                |  |                   |          |  |      |  |          |        |  |  | 38,992,640 |  |  |  | 38,992,640 | 
|Lifetime membership                     |  |                   | 1,641,480 |  |      |  |          |        |  |  |           |  |  |  | 1,641,480  | 
|Trade name with indefinite useful lives |  |                   | 1,101,045 |  |      |  | 3,021,000 |        |  |  |           |  |  |  | 4,122,045  | 



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



The Group performed annual impairment tests as at December 31, 2010
and 2011 to assess the cash generating units respective recoverable amounts. Management concluded that there was no impairment as the recoverable amounts of the cash generating units exceeded their carrying amounts.

The recoverable amount of each CGU was determined based on a value in use calculation using cash flow projections based on
financial budgets covering a five-year period approved by senior management. The discount rates applied to the cash flow projections ranged from 20% to 22% and cash flows beyond the five-year period are extrapolated using growth rates of 3%.

Key assumptions were used in the value in use calculation of each CGU as of December 31, 2010 and 2011.
The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill:

Budgeted gross margins  The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budget year,
increased for expected efficiency improvements.

Discount rates  The discount rates used are
pre-tax interest rates and reflect specific risks relating to the relevant units.



|13. | Trade receivables
|--- | -----------------



|                              |  |      |             |   |      |  |             |  
|----------------------------- |  | ---- | ----------- | - | ---- |  | ----------- | -
|                              |  | 2010 |             |   | 2011 | 
|                              |  | RMB  |             |   | RMB  | 
|Trade receivables             |  |      | 225,586,341 |   |      |  | 437,213,026 |  
|Less: Provision for bad debts |  |      | (1,243,539  | ) |      |  | (3,430,109  | )
|                              |  |      |             |   |      |  |             |  
|                              |  |      | 224,342,802 |   |      |  | 433,782,917 |  
|                              |  |      |             |   |      |  |             |  

Trade receivables are non-interest bearing and are generally on terms of 60 to 90 days.
In some cases, these terms are extended up to 180 days for certain qualifying long term customers who have met specific credit requirements.

For the advertising agent services the Group provides, the Group acts as an agent in placing automaker customers advertisements on the websites of media vendors in the PRC. The Group receives fees
in the capacity of an agent for assisting automaker customers in placing advertisements on media vendors websites, and therefore, records the fees on a net basis in its consolidated financial statements. For the advertising services the
Group provides, the Group acts as the principal in the arrangement and records revenues on a gross basis in its consolidated financial statements. For the advertising agent services and advertising services provided, the Group enters into publishing
schedule agreements with its automaker and automobile dealer customers; and related advertising agreements with media vendors who are then obligated to place the advertisements according to the Groups customers publishing schedule
agreements. Therefore, the Group records trade receivables from its customers and accounts payable to media vendors on a gross basis. Gross billings include the gross value of advertisements placed by the Groups customers that correspond to
the gross payables recorded due to the media vendors. Gross billings for the year ended December 31, 2011 was RMB1,173,048,585 (2010: RMB960,216,460).



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



As at December 31, 2011, trade receivables at initial value of
RMB3,430,109 (2010: RMB1,243,539) were impaired and fully provided for. Movements in the provision for individually impaired trade receivables were as follows:



|                             |  |                      |           |  
|---------------------------- |  | -------------------- | --------- | -
|                             |  | Individuallyimpaired |          
|                             |  | RMB                  |          
|At January 1, 2010           |  |                      | 801,613   |  
|Charge for the year          |  |                      | 634,839   |  
|Write off                    |  |                      | (15,020   | )
|Distribution to shareholders |  |                      | (177,893  | )
|                             |  |                      |           |  
|At December 31, 2010         |  |                      | 1,243,539 |  
|Charge for the year          |  |                      | 2,186,570 |  
|                             |  |                      |           |  
|At December 31, 2011         |  |                      | 3,430,109 |  
|                             |  |                      |           |  

As at December 31, the ageing analysis of trade receivables was as follows:



|     |  |       |             |  |                               |  |             |                           |  |  |             |  |  |           |            |  |  |  |            | 
|---- |  | ----- | ----------- |  | ----------------------------- |  | ----------- | ------------------------- |  |  | ----------- |  |  | --------- | ---------- |  |  |  | ---------- | 
|     |  |       |             |  |                               |  |             | Past due but not impaired | 
|     |  | Total |             |  | Neither past due
nor impaired |  |             | <90 days                  |  |  | 90-180 days |  |  | >180 days |           
|     |  | RMB   |             |  | RMB                           |  |             | RMB                       |  |  | RMB         |  |  | RMB       |           
|2011 |  |       | 433,782,917 |  |                               |  | 138,699,737 |                           |  |  | 127,367,764 |  |  |           | 96,168,612 |  |  |  | 71,546,804 | 
|2010 |  |       | 224,342,802 |  |                               |  | 101,031,195 |                           |  |  | 82,932,386  |  |  |           | 18,061,660 |  |  |  | 22,317,561 | 



|14. | Bills receivables
|--- | -----------------



|                  |  |      |            |  |      |  |            | 
|----------------- |  | ---- | ---------- |  | ---- |  | ---------- | 
|                  |  | 2010 |            |  | 2011 | 
|                  |  | RMB  |            |  | RMB  | 
|Bills receivables |  |      | 59,369,627 |  |      |  | 74,539,413 | 
|                  |  |      |            |  |      |  |            | 

Bills receivables, represent short-term notes receivable issued by reputable financial
institutions that entitle the Group to receive the full face amount from the financial institutions at maturity, which generally range from three to six months from the date of issuance.



|15. | Prepayments and other receivables
|--- | ---------------------------------



|                      |  |      |            |  |      |  |            | 
|--------------------- |  | ---- | ---------- |  | ---- |  | ---------- | 
|                      |  | 2010 |            |  | 2011 | 
|                      |  | RMB  |            |  | RMB  | 
|Advances to suppliers |  |      | 13,809,228 |  |      |  | 9,312,729  | 
|Prepaid expenses      |  |      | 1,274,870  |  |      |  | 11,546,700 | 
|Deposits              |  |      | 3,805,911  |  |      |  | 4,449,794  | 
|Staff advances        |  |      | 7,578,836  |  |      |  | 11,269,078 | 
|Others                |  |      | 7,917,496  |  |      |  | 456,345    | 
|                      |  |      |            |  |      |  |            | 
|                      |  |      | 34,386,341 |  |      |  | 37,034,646 | 
|                      |  |      |            |  |      |  |            | 

Prepayments and other receivables are unsecured, interest-free and have no fixed terms of
repayment.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|16. | Cash and cash equivalents
|--- | -------------------------



|                         |  |      |             |  |      |  |             | 
|------------------------ |  | ---- | ----------- |  | ---- |  | ----------- | 
|                         |  | 2010 |             |  | 2011 | 
|                         |  | RMB  |             |  | RMB  | 
|Cash at bank and on hand |  |      | 803,140,440 |  |      |  | 601,377,150 | 
|                         |  |      |             |  |      |  |             | 

Cash at bank earns interest at floating rates based on daily bank deposit rates.



|17. | Issued capital, share premium and treasury shares
|--- | -------------------------------------------------



|                                                                                                                |  |                  |                 |  |      |  |                 | 
|--------------------------------------------------------------------------------------------------------------- |  | ---------------- | --------------- |  | ---- |  | --------------- | 
|                                                                                                                |  | 2010             |                 |  | 2011 | 
|Authorized shares                                                                                               |  |                  |                 |  |      |  |                 | 
|Ordinary shares of US$0.00004 each                                                                              |  |                  | 1,227,852,525.0 |  |      |  | 1,227,852,525.0 | 
|                                                                                                                |  |                 
|Ordinary shares issued and fully paid                                                                           |  | Number of shares |                 |  | RMB  | 
|At January 1, 2009                                                                                              |  |                  | 11,277,470.0    |  |      |  | 3,613           | 
|Issuance of shares on July 14, 2009 in exchange for issued share capital of Autoworld Media Company Limited     |  |                  | 771,385.0       |  |      |  | 211             | 
|Issuance of shares on December 31, 2009 in exchange for issued share capital of Autoworld Media Company
Limited |  |                  | 294,195.0       |  |      |  | 81              | 
|                                                                                                                |  |                  |                 |  |      |  |                 | 
|At December 31, 2009                                                                                            |  |                  | 12,343,050.0    |  |      |  | 3,905           | 
|Options exercised on May 5, 2010                                                                                |  |                  | 150,000.0       |  |      |  | 41              | 
|Issuance of ordinary shares on November 17, 2010 to public                                                      |  |                  | 9,000,000.0     |  |      |  | 2,394           | 
|Automatic conversion of convertible preference shares to ordinary shares upon completion of the IPO             |  |                  | 19,760,340.0    |  |      |  | 5,255           | 
|                                                                                                                |  |                  |                 |  |      |  |                 | 
|At December 31, 2010                                                                                            |  |                  | 41,253,390.0    |  |      |  | 11,595          | 
|Options exercised on January 17, 2011                                                                           |  |                  | 87,500.0        |  |      |  | 24              | 
|Issuance of ordinary shares on August 4, 2011 in connection with the future exercise of share options           |  |                  | 300,000.0       |  |      |  | 77              | 
|                                                                                                                |  |                  |                 |  |      |  |                 | 
|At December 31, 2011                                                                                            |  |                  | 41,640,890.0    |  |      |  | 11,696          | 
|                                                                                                                |  |                  |                 |  |      |  |                 | 
|                                                                                                                |  |                 
|Share premium                                                                                                   |  |                  |                 |  | RMB  | 
|At January 1, 2009                                                                                              |  |                  |                 |  |      |  | 22,385,229      | 
|Issuance of shares on July 14, 2009 in exchange for issued share capital of Autoworld Media Company Limited     |  |                  |                 |  |      |  | 16,561,241      | 
|Issuance of shares on December 31, 2009 in exchange for issued share capital of Autoworld Media Company
Limited |  |                  |                 |  |      |  | 6,918,301       | 
|                                                                                                                |  |                  |                 |  |      |  |                 | 
|At December 31, 2009                                                                                            |  |                  |                 |  |      |  | 45,864,771      | 
|Options exercised on May 5, 2010                                                                                |  |                  |                 |  |      |  | 1,007,580       | 
|Issuance of ordinary shares on November 17, 2010 to public                                                      |  |                  |                 |  |      |  | 641,036,115     | 
|Automatic conversion of convertible preference shares to ordinary shares upon completion of the IPO             |  |                  |                 |  |      |  | 1,718,456,252   | 
|                                                                                                                |  |                  |                 |  |      |  |                 | 
|At December 31, 2010                                                                                            |  |                  |                 |  |      |  | 2,406,364,718   | 
|Options exercised on January 17, 2011                                                                           |  |                  |                 |  |      |  | 2,791,331       | 
|                                                                                                                |  |                  |                 |  |      |  |                 | 
|At December 31, 2011                                                                                            |  |                  |                 |  |      |  | 2,409,156,049   | 
|                                                                                                                |  |                  |                 |  |      |  |                 | 



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|                              |  |                  |           |  |     |  |            | 
|----------------------------- |  | ---------------- | --------- |  | --- |  | ---------- | 
|Treasury shares               |  | Number of shares |           |  | RMB | 
|At January 1, 2011            |  |                  |          |  |     |  |           | 
|Repurchase of ordinary shares |  |                  | 455,006.0 |  |     |  | 16,809,532 | 
|                              |  |                  |           |  |     |  |            | 
|At December 31, 2011          |  |                  | 455,006.0 |  |     |  | 16,809,532 | 
|                              |  |                  |           |  |     |  |            | 

The Company issued a total of 2,094,087.5 ordinary shares to former shareholders of
Autoworld Media Company Limited as part of the consideration for the Autoworld Media Company Limited acquisition. Refer to Note 3 for further discussion. These ordinary shares participate in distributions but do not have voting rights.

Options related to 150,000.0 shares that were granted under the December 31, 2006 Employee Stock Incentive Plan (Note
19) were exercised on May 5, 2010.

The Company issued a total of 9,000,000.0 ordinary shares upon the
Companys initial public offering (IPO) on November 17, 2010. The proceeds from the IPO amounted to RMB641,038,509, which were net of transaction costs amounting to RMB26,787,050. Upon completion of the IPO, all of the Series
A, B, C, D-1 and D-2 convertible preference shares outstanding automatically converted into ordinary shares, a total of 19,760,340.0 shares.

Options related to 87,500.0 shares that were granted under the February 8, 2010 Employee Stock Incentive Plan (Note 19) were exercised on January 17, 2011.

On August 4, 2011, the Company issued 300,000.0 ordinary shares to its depositary for future delivery to employees
upon exercise of vested stock options. As of December 31, 2011, nil ordinary shares out of the 300,000.0 ordinary shares have been issued to the employees upon exercise of their stock options.

On August 12, 2011, the Board of Directors approved a treasury share repurchase program, which authorized the
Companys management to repurchase up to US$10,000,000 of the Companys American Depositary Shares (ADSs) within 12 months from approval date. Each ADS represents one ordinary share of the Company. As of December 31, 2011,
the Company repurchased a total of 455,006.0 ADSs for a total consideration of RMB16,809,532.



|18. | Basic and diluted earnings per share
|--- | ------------------------------------

Basic earnings per share is computed by dividing loss or profit for the year attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the period. Loss or profit attributable to ordinary shareholders is calculated using the two class method as the Company has issued shares other than ordinary shares that contractually
entitle the holder of such securities to participate in dividends and earnings of the Company. Dividends are calculated for the participating security on undistributed earnings and are a reduction in the loss or profit for the year attributable to
ordinary shareholders. The Companys Series A, B, C, D-1 and D-2 preference shares are participating securities with rights to dividends should dividends be declared on ordinary shares. See Note 20.1. The assumed dividends on undistributed
earnings are allocated as if the entire loss or profit for the year were distributed and are based on the relationship of the weighted average number of ordinary shares outstanding and the weighted average number of ordinary shares outstanding if
the preference shares were converted into ordinary shares. Upon completion of the IPO on November 17, 2010, the Series A, B, C, D-1 and D-2 convertible preference shares were automatically converted into ordinary shares (Note 20).



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Diluted net income per ordinary share is computed by dividing the loss
or profit for the year attributable to ordinary shareholders for the period by the weighted average number of ordinary and potential ordinary shares outstanding during the period, if the effect of potential ordinary shares is dilutive. Potential
ordinary shares include incremental shares of ordinary shares issuable upon the exercise of employee stock options and the conversion of preference securities. The Companys potentially dilutive shares have not been included in the computation
of diluted loss or profit per ordinary share for periods in which the result would be anti-dilutive.

The
following reflects the (loss)/profit and share data used in the basic and diluted earnings per share computations:



|                                     |  |      |             |   |      |  |                |      |  |  |            | 
|------------------------------------ |  | ---- | ----------- | - | ---- |  | -------------- | ---- |  |  | ---------- | 
|                                     |  | 2009 |             |   | 2010 |  |                | 2011 | 
|                                     |  | RMB  |             |   | RMB  |  |                | RMB  | 
|Continuing operations                |  |      |             |   |      |  |                |      |  |  |            | 
|Basic (loss)/profit attributable to: |  |      |             |   |      |  |                |      |  |  |            | 
|Ordinary shareholders                |  |      | (2,517,200  | ) |      |  | (587,428,206   | )    |  |  | 87,173,802 | 
|Series A Preference Shareholders     |  |      | (835,497    | ) |      |  | (129,214,184   | )    |  |  |           | 
|Series B Preference Shareholders     |  |      | (1,191,449  | ) |      |  | (184,264,225   | )    |  |  |           | 
|Series C Preference Shareholders     |  |      | (1,014,429  | ) |      |  | (156,887,122   | )    |  |  |           | 
|Series D-1 Preference Shareholders   |  |      | (325,072    | ) |      |  | (111,890,670   | )    |  |  |           | 
|Series D-2 Preference Shareholders   |  |      | (151,933    | ) |      |  | (52,295,681    | )    |  |  |           | 
|                                     |  |      |             |   |      |  |                |      |  |  |            | 
|Total                                |  |      | (6,035,580  | ) |      |  | (1,221,980,088 | )    |  |  | 87,173,802 | 
|                                     |  |      |             |   |      |  |                |      |  |  |            | 
|Discontinued operations              |  |      |             |   |      |  |                |      |  |  |            | 
|Basic loss attributable to:          |  |      |             |   |      |  |                |      |  |  |            | 
|Ordinary shareholders                |  |      | (22,526,340 | ) |      |  | (24,665,574    | )    |  |  |           | 
|Series A Preference Shareholders     |  |      | (7,476,834  | ) |      |  | (5,425,585     | )    |  |  |           | 
|Series B Preference Shareholders     |  |      | (10,662,242 | ) |      |  | (7,737,087     | )    |  |  |           | 
|Series C Preference Shareholders     |  |      | (9,078,097  | ) |      |  | (6,587,547     | )    |  |  |           | 
|Series D-1 Preference Shareholders   |  |      | (2,909,058  | ) |      |  | (4,698,187     | )    |  |  |           | 
|Series D-2 Preference Shareholders   |  |      | (1,359,641  | ) |      |  | (2,195,848     | )    |  |  |           | 
|                                     |  |      |             |   |      |  |                |      |  |  |            | 
|Total                                |  |      | (54,012,212 | ) |      |  | (51,309,828    | )    |  |  |           | 
|                                     |  |      |             |   |      |  |                |      |  |  |            | 
|Basic earnings                       |  |      |             |   |      |  |                |      |  |  |            | 
|(Loss)/profit attributable to:       |  |      |             |   |      |  |                |      |  |  |            | 
|Ordinary shareholders                |  |      | (25,043,540 | ) |      |  | (612,093,780   | )    |  |  | 87,173,802 | 
|Series A Preference Shareholders     |  |      | (8,312,331  | ) |      |  | (134,639,769   | )    |  |  |           | 
|Series B Preference Shareholders     |  |      | (11,853,691 | ) |      |  | (192,001,312   | )    |  |  |           | 
|Series C Preference Shareholders     |  |      | (10,092,526 | ) |      |  | (163,474,669   | )    |  |  |           | 
|Series D-1 Preference Shareholders   |  |      | (3,234,130  | ) |      |  | (116,588,857   | )    |  |  |           | 
|Series D-2 Preference Shareholders   |  |      | (1,511,574  | ) |      |  | (54,491,529    | )    |  |  |           | 
|                                     |  |      |             |   |      |  |                |      |  |  |            | 
|Total                                |  |      | (60,047,792 | ) |      |  | (1,273,289,916 | )    |  |  | 87,173,802 | 
|                                     |  |      |             |   |      |  |                |      |  |  |            | 



F-47



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|                                                                                                         |  |      |              |   |      |  |              |      |  |  |              |  
|-------------------------------------------------------------------------------------------------------- |  | ---- | ------------ | - | ---- |  | ------------ | ---- |  |  | ------------ | -
|                                                                                                         |  | 2009 |              |   | 2010 |  |              | 2011 | 
|                                                                                                         |  | RMB  |              |   | RMB  |  |              | RMB  | 
|Diluted earnings                                                                                         |  |      |              |   |      |  |              |      |  |  |              |  
|(Loss)/profit attributable to ordinary shareholders for basic earnings                                   |  |      | (25,043,540  | ) |      |  | (612,093,780 | )    |  |  | 87,173,802   |  
|                                                                                                         |  |      |              |   |      |  |              |      |  |  |              |  
|Diluted earnings attributable to ordinary shareholders                                                   |  |      | (25,043,540  | ) |      |  | (612,093,780 | )    |  |  | 87,173,802   |  
|                                                                                                         |  |      |              |   |      |  |              |      |  |  |              |  
|Diluted earnings from continuing operations                                                              |  |      |              |   |      |  |              |      |  |  |              |  
|(Loss)/profit attributable to ordinary shareholders from continuing operations                           |  |      | (2,517,200   | ) |      |  | (587,428,206 | )    |  |  | 87,173,802   |  
|                                                                                                         |  |      |              |   |      |  |              |      |  |  |              |  
|Diluted earnings attributable to ordinary shareholders from continuing operations                        |  |      | (2,517,200   | ) |      |  | (587,428,206 | )    |  |  | 87,173,802   |  
|                                                                                                         |  |      |              |   |      |  |              |      |  |  |              |  
|                                                                                                         |  |      |             
|                                                                                                         |  | 2009 |              |   | 2010 |  |              | 2011 | 
|Weighted average number of shares                                                                        |  |      |              |   |      |  |              |      |  |  |              |  
|Ordinary shares outstanding as of January 1,                                                             |  |      | 11,277,470.0 |   |      |  | 12,343,050.0 |      |  |  | 41,253,390.0 |  
|Weighted average number of ordinary shares issued as part of Autoworld Media Company Limited acquisition |  |      | 845,538.0    |   |      |  |             |      |  |  |             |  
|Weighted average number of convertible preference shares automatically converted to ordinary shares      |  |      |             |   |      |  | 2,436,206.0  |      |  |  |             |  
|Weighted average number of ordinary shares repurchased during the year (Note 17)                         |  |      |             |   |      |  |             |      |  |  | (103,944.0   | )
|Weighted average number of ordinary shares issued during the year                                        |  |      |             |   |      |  | 1,208,219.0  |      |  |  | 83,664.0     |  
|                                                                                                         |  |      |              |   |      |  |              |      |  |  |              |  
|Weighted average number of ordinary shares outstanding for the period for basic earnings                 |  |      | 12,123,008.0 |   |      |  | 15,987,475.0 |      |  |  | 41,233,110.0 |  
|Dilutive effect of share based compensation                                                              |  |      |             |   |      |  |             |      |  |  | 1,175,723.0  |  
|                                                                                                         |  |      |              |   |      |  |              |      |  |  |              |  
|Weighted average number of ordinary shares adjusted for the effect of dilution                           |  |      | 12,123,008.0 |   |      |  | 15,987,475.0 |      |  |  | 42,408,833.0 |  
|                                                                                                         |  |      |              |   |      |  |              |      |  |  |              |  

In relation to the Autoworld Media Company Limited acquisition, 771,385.0 shares as the
first contingent consideration were issued on July 14, 2009 (Note 3). The shares are included in the weighted average number of shares from the date of acquisition, because the Company incorporates into its consolidated statements of
comprehensive income Autoworld Media Company Limiteds profits and losses from the acquisition date, on this basis for purposes of determining the weighted average number of shares outstanding, the shares are treated as outstanding for the full
year in the year ended December 31, 2009. For the year ended December 31, 2009, 74,152.5 outstanding shares are included in the weighted average number of ordinary shares, being the weighted average number of shares issued as part of the
final contingent payment for the acquisition of Autoworld. These shares are deemed to be outstanding from the date the contingency was resolved, October 1, 2009.



F-48



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|                                                                                                                   |  |      |             |  |      |  |             |  
|------------------------------------------------------------------------------------------------------------------ |  | ---- | ----------- |  | ---- |  | ----------- | -
|                                                                                                                   |  | 2009 |             |  | 2010 | 
|Weighted average number of shares                                                                                  |  |      |             |  |      |  |             |  
|Series A preference shares issued at January 1,                                                                    |  |      | 4,023,810.0 |  |      |  | 4,023,810.0 |  
|Weighted average number of Series A preference shares automatically converted to ordinary shares during the year   |  |      |            |  |      |  | (496,086.0  | )
|                                                                                                                   |  |      |             |  |      |  |             |  
|Weighted average number of Series A preference shares                                                              |  |      | 4,023,810.0 |  |      |  | 3,527,724.0 |  
|                                                                                                                   |  |      |             |  |      |  |             |  
|Series B preference shares issued at January 1,                                                                    |  |      | 5,738,102.5 |  |      |  | 5,738,102.5 |  
|Weighted average number of Series B preference shares automatically converted to ordinary shares during the year   |  |      |            |  |      |  | (707,437.0  | )
|                                                                                                                   |  |      |             |  |      |  |             |  
|Weighted average number of Series B preference shares                                                              |  |      | 5,738,102.5 |  |      |  | 5,030,665.5 |  
|                                                                                                                   |  |      |             |  |      |  |             |  
|Series C preference shares issued at January 1,                                                                    |  |      | 4,885,562.5 |  |      |  | 4,885,562.5 |  
|Weighted average number of Series C preference shares automatically converted to ordinary shares during the year   |  |      |            |  |      |  | (602,330.0  | )
|                                                                                                                   |  |      |             |  |      |  |             |  
|Weighted average number of Series C preference shares                                                              |  |      | 4,885,562.5 |  |      |  | 4,283,232.5 |  
|                                                                                                                   |  |      |             |  |      |  |             |  
|Series D-1 preference shares issued at January 1,                                                                  |  |      |            |  |      |  | 3,484,345   |  
|Weighted average number of Series D-1 preference shares issued during the year                                     |  |      | 1,565,568.0 |  |      |  |            |  
|Weighted average number of Series D-1 preference shares automatically converted to ordinary shares during the
year |  |      |            |  |      |  | (429,577.0  | )
|                                                                                                                   |  |      |             |  |      |  |             |  
|Weighted average number of Series D-1 preference shares                                                            |  |      | 1,565,568.0 |  |      |  | 3,054,768.0 |  
|                                                                                                                   |  |      |             |  |      |  |             |  
|Series D-2 preference shares issued at January 1,                                                                  |  |      |            |  |      |  | 1,628,520.0 |  
|Weighted average number of Series D-2 preference shares issued during the year                                     |  |      | 731,718.0   |  |      |  |            |  
|Weighted average number of Series D-2 preference shares automatically converted to ordinary shares during the
year |  |      |            |  |      |  | (200,776.0  | )
|                                                                                                                   |  |      |             |  |      |  |             |  
|Weighted average number of Series D-2 preference shares                                                            |  |      | 731,718.0   |  |      |  | 1,427,744.0 |  
|                                                                                                                   |  |      |             |  |      |  |             |  

The following weighted average number of shares result from instruments that could
potentially dilute basic earnings per ordinary share in the future, but were not included in the calculation of diluted earnings per share because they are antidilutive for the periods presented:



|                                         |  |      |              |  |      |  |              |      |  |  |           | 
|---------------------------------------- |  | ---- | ------------ |  | ---- |  | ------------ | ---- |  |  | --------- | 
|                                         |  | 2009 |              |  | 2010 |  |              | 2011 | 
|Weighted average number of shares        |  |      |              |  |      |  |              |      |  |  |           | 
|Equity settled share based compensation  |  |      | 607,660.0    |  |      |  | 655,383.0    |      |  |  | 564,847.0 | 
|Series A convertible preference shares   |  |      | 4,023,810.0  |  |      |  | 3,527,724.0  |      |  |  |          | 
|Series B convertible preference shares   |  |      | 5,738,102.5  |  |      |  | 5,030,665.5  |      |  |  |          | 
|Series C convertible preference shares   |  |      | 4,885,562.5  |  |      |  | 4,283,232.5  |      |  |  |          | 
|Series D-1 convertible preference shares |  |      | 1,565,568.0  |  |      |  | 3,054,768.0  |      |  |  |          | 
|Series D-2 convertible preference shares |  |      | 731,718.0    |  |      |  | 1,427,744.0  |      |  |  |          | 
|Convertible promissory notes             |  |      | 896,803.0    |  |      |  |             |      |  |  |          | 
|                                         |  |      |              |  |      |  |              |      |  |  |           | 
|Total                                    |  |      | 18,449,224.0 |  |      |  | 17,979,517.0 |      |  |  | 564,847.0 | 
|                                         |  |      |              |  |      |  |              |      |  |  |           | 

There have been no other significant transactions involving ordinary shares or potential
ordinary shares between the reporting date and the date of approval of these consolidated financial statements.



F-49



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



To calculate earnings per share amounts for the discontinued operations
(Note 8), the weighted average number of ordinary shares for both basic and diluted amounts is as per the table above.



|19. | Share-based payments
|--- | --------------------

The expenses recognized for employee services received during the years are shown in the following table:



|                                                   |  |      |         |  |      |  |           |      |  |  |            | 
|-------------------------------------------------- |  | ---- | ------- |  | ---- |  | --------- | ---- |  |  | ---------- | 
|                                                   |  | 2009 |         |  | 2010 |  |           | 2011 | 
|                                                   |  | RMB  |         |  | RMB  |  |           | RMB  | 
|Expense arising from employee stock incentive plan |  |      | 292,159 |  |      |  | 7,509,698 |      |  |  | 18,717,176 | 
|                                                   |  |      |         |  |      |  |           |      |  |  |            | 

On December 31, 2006, the Company implemented an Employee Stock Incentive Plan
(2006 Plan) under which the Company has reserved 1,028,512.5 ordinary shares for employees. The Board of Directors of the Company may invite employees of the Group to subscribe for options over the Companys ordinary shares.
Employees must remain in service for a period of three years from the date of grant.

These options have an
exercise price of US$0.40 per share. Pursuant to the 2006 Plan, the first 33% of the options would vest 12 months after the grant date, the second 33% of the options would vest 24 months after the grant date, and the remaining 34% of the options
would vest 36 months after the grant date, on the condition that employees remain in service without any performance requirements. Options granted typically expire in ten years from the vesting date and there are no cash settlement alternatives. The
Company has not developed a past practice of cash settlement. Options related to 750,000.0 shares were granted to designated employees on December 31, 2006, as determined by the Board of Directors.

On February 8, 2010, the Company implemented an Employee Stock Incentive Plan (2010 Plan) under which the
Company has reserved 3,089,887.5 ordinary shares for employees. The board of the Company may invite employees of the Company to subscribe for options over the Companys ordinary shares. Employees must remain in service for a period of four
years from the date of grant.

These options have an exercise price of US$3.20 per share. Pursuant to the 2010
Plan, the first 25% of the options would vest 12 months after the grant date, the second 25% of the options would vest 24 months after the grant date, the third 25% of the options would vest 36 months after the grant date and the remaining 25% of
the options would vest 48 months after the grant date, on the condition that employees remain in service without any performance requirements. Options granted typically expire in ten years from the vesting date and there are no cash settlement
alternatives. The Company has not developed a past practice of cash settlement. Options related to 2,397,500.0 shares were granted to designated employees on February 8, 2010, as determined by the Board of Directors.

On December 28, 2010, the Company granted options to purchase 278,512.5 ordinary shares under the 2006 Plan and
options to purchase 589,487.5 ordinary shares under the 2010 Plan, at an exercise price of US$10.20 per share, to designated employees on that date. Pursuant to the Plans, the options have graded vesting terms, and vest in equal tranches from
the grant date over three or four years, on the condition that employees remain in service without any performance requirements. Options granted typically expire in ten years from the vesting date and there are no cash settlement alternatives.

On May 5, 2010, options related to 150,000.0 shares that were granted under the 2006 Plan were exercised.
On January 17, 2011, options related to 87,500.0 shares that were granted under the 2010 Plan were exercised. As of December 31, 2011, certain employees terminated their services with the Company and accordingly, forfeited options related
to 155,000.0 shares and options related to 912,500.0 shares granted to them under the 2006 Plan and the 2010 Plan, respectively.



F-50



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



The following shares were outstanding under the Plans during the year:



|                           |  |                 |             |   |                                         |  |      |                 |  |  |                                        |   |  |  |      | 
|-------------------------- |  | --------------- | ----------- | - | --------------------------------------- |  | ---- | --------------- |  |  | -------------------------------------- | - |  |  | ---- | 
|                           |  | 2010            |             |   | 2010                                    |  |      | 2011            |  |  | 2011                                   |  
|                           |  | Number ofshares |             |   | Weightedaverageexerciseprices
US$/Share |  |      | Number ofshares |  |  | WeightedaverageexercisepricesUS$/Share |  
|Outstanding at January 1   |  |                 | 718,750.0   |   |                                         |  | 0.40 |                 |  |  | 2,966,750.0                            |   |  |  | 4.72 | 
|Granted during the year    |  |                 | 3,265,500.0 |   |                                         |  | 5.06 |                 |  |  |                                       |   |  |  |     | 
|Exercised during the year  |  |                 | (150,000.0  | ) |                                         |  | 0.40 |                 |  |  | (87,500.0                              | ) |  |  | 3.20 | 
|Forfeited during the year  |  |                 | (867,500.0  | ) |                                         |  | 3.16 |                 |  |  | (168,750.0                             | ) |  |  | 1.35 | 
|                           |  |                 |             |   |                                         |  |      |                 |  |  |                                        |   |  |  |      | 
|Outstanding at December 31 |  |                 | 2,966,750.0 |   |                                         |  | 4.72 |                 |  |  | 2,710,500.0                            |   |  |  | 4.98 | 
|                           |  |                 |             |   |                                         |  |      |                 |  |  |                                        |   |  |  |      | 
|Exercisable at December 31 |  |                 | 556,250.0   |   |                                         |  | 0.40 |                 |  |  | 1,101,619.0                            |   |  |  | 3.52 | 
|                           |  |                 |             |   |                                         |  |      |                 |  |  |                                        |   |  |  |      | 

The weighted average remaining contractual life for the options outstanding as at
December 31, 2011 was 7.88 years (2010: 8.78 years, 2009: 7.00 years).

The fair value of services
received in return for options granted is measured by reference to the fair value of options granted. The estimate of the fair values of the options granted on February 8, 2010 and December 28, 2010 is measured based on the binomial model,
taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used for the Plans on the date of grant:



|                                               |  |                  |      |   |                          |     |       |                          |  |     |       |  
|---------------------------------------------- |  | ---------------- | ---- | - | ------------------------ | --- | ----- | ------------------------ |  | --- | ----- | -
|                                               |  | February 8, 2010 |      |   | December 28, 2010        |    
|                                               |  |                  |      |   | Vesting period of3 years |     |       | Vesting period of4 years | 
|Fair value per share                           |  | US$              | 3.02 |   |                          | US$ | 10.16 |                          |  | US$ | 10.16 |  
|Exercise price                                 |  | US$              | 3.20 |   |                          | US$ | 10.20 |                          |  | US$ | 10.20 |  
|Risk-free interest rate                        |  |                  | 3.62 | % |                          |     | 3.58  | %                        |  |     | 3.58  | %
|Dividend yield                                 |  |                  | 0.00 | % |                          |     | 0.00  | %                        |  |     | 0.00  | %
|Weighted-average fair value per option granted |  | US$              | 3.60 |   |                          | US$ | 5.08  |                          |  | US$ | 5.36  |  
|Expected volatility                            |  |                  | 60   | % |                          |     | 69    | %                        |  |     | 69    | %

The volatility is estimated based on annualized standard deviation of daily stock price
return of comparable companies, for the period before valuation date and with similar span as time to expiration.



F-51



---

##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|20. | Other financial assets and financial liabilities
|--- | ------------------------------------------------

20.1 Convertible preference shares

All of the outstanding preference shares were automatically converted into ordinary shares upon the completion of the
Companys IPO on November 17, 2010 on a 1:1 basis. The reconciliation of the carrying values of the derivative component and liability component of the Series A, B and C convertible preference shares and reconciliation of the carrying
value of the Series D-1 and D-2 convertible preference shares as at December 31, 2010 is as follows:



|                                                                                                          |  |      |                |  
|--------------------------------------------------------------------------------------------------------- |  | ---- | -------------- | -
|                                                                                                          |  | 2010 |               
|                                                                                                          |  | RMB  |               
|                                                                                                          | 
|Derivative component of Series A, B and C convertible preference shares                                   |  |      |                |  
|Opening balance                                                                                           |  |      | 186,601,049    |  
|Changes in fair value of derivative component of convertible preference shares recorded in profit or loss |  |      | 1,004,876,088  |  
|Automatically converted to ordinary shares on November 17, 2010                                           |  |      | (1,168,692,735 | )
|Foreign exchange reserve                                                                                  |  |      | (22,784,402    | )
|                                                                                                          |  |      |                |  
|Closing balance                                                                                           |  |      |               |  
|                                                                                                          |  |      |                |  
|                                                                                                          | 
|Liability component of Series A, B and C convertible preference shares                                    |  |      |                |  
|Opening balance                                                                                           |  |      | 136,209,726    |  
|Interest expense recorded in finance costs                                                                |  |      | 9,354,999      |  
|Automatically converted to ordinary shares on November 17, 2010                                           |  |      | (141,823,499   | )
|Foreign exchange reserve                                                                                  |  |      | (3,741,226     | )
|                                                                                                          |  |      |                |  
|Closing balance                                                                                           |  |      |               |  
|                                                                                                          |  |      |                |  
|                                                                                                          | 
|Series D-1 and D-2 convertible preference shares at fair value                                            |  |      |                |  
|Opening balance                                                                                           |  |      | 150,809,121    |  
|Series D-1 and D-2 shares issued on July 8, 2009 and July 20, 2009, respectively                          |  |      |               |  
|Changes in fair value of Series D-1 and D-2 convertible preference shares                                 |  |      | 265,825,816    |  
|Automatically converted to ordinary shares on November 17, 2010                                           |  |      | (407,945,273   | )
|Foreign exchange reserve                                                                                  |  |      | (8,689,664     | )
|                                                                                                          |  |      |                |  
|Closing balance                                                                                           |  |      |               |  
|                                                                                                          |  |      |                |  
|                                                                                                          | 
|Convertible preference share liability  Total                                                            |  |      |               |  
|                                                                                                          |  |      |                |  
|                                                                                                          | 
|Number of conversion shares at the reporting date (shares)                                                |  |      |               |  
|                                                                                                          |  |      |                |  

On March 9, 2006, the Company issued 3,250,000.0 zero coupon Series A convertible
preference shares with an aggregate principal amount of RMB10,503,480 (US$1,300,000) (the Series A Convertible Preference Shares) to third party investors. Together with the issuance of Series A Convertible Preference Shares, the Company
issued warrants to the investors to subscribe for 773,810.0 shares of Series A convertible preference shares of the Company at a pre-determined exercise price of US$0.56 per share, and the warrants were exercised on August 14, 2006 with an
aggregate principal amount of RMB3,448,680 (US$433,333). The warrants were carried at fair value on the consolidated statement of financial position before they were exercised.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



On August 14, 2006 and August 31, 2006, the Company issued
3,244,040.0 and 2,494,062.5 zero coupon Series B convertible preference shares with an aggregate principal amount of RMB42,207,327 and RMB32,495,906 (US$5,408,463 and US$4,158,204) (the Series B Convertible Preference Shares) to third
party investors, respectively.

On October 24, 2007, the Company issued 4,429,575.0 zero coupon Series C
convertible preference shares with an aggregate principal amount of RMB99,342,560 (US$13,600,000) (the Series C Convertible Preference Shares) to third party investors. On November 23, 2007, the Company issued an additional
455,987.5 Series C convertible preference shares with an aggregate principal amount of RMB10,226,440 (US$1,400,000) to third party investors.

On July 20, 2009, the Company issued 3,484,345.0 zero coupon Series D-1 convertible preference shares with an aggregate principal amount of RMB81,990,000 (US$12,000,000) (the Series D-1
Convertible Preference Shares) to a third party investor.

On July 20, 2009, the holders of the
convertible promissory notes converted the convertible promissory notes (Note 20.2) of RMB34,168,000 (US$5,000,000) issued by the Company on June 27, 2008 into 1,628,520.0 shares of Series D-2 convertible preference shares (the Series D-2
Convertible Preference Shares).

The conversion price of the convertible preference shares is not fixed
and hence it will not result in settlement by the exchange of a fixed amount of cash for a fixed number of the Companys shares. The Series A, B and C convertible preference shares contract are separated into two components: a derivative
component consisting of the conversion option and a liability component consisting of the straight debt element of the preference shares. The conversion options of Series A, B and C convertible preference shares are carried at fair value on the
consolidated statement of financial position with any changes in fair value being recognized in profit or loss in the period when the change occurs. The Series D-1 and D-2 convertible preference shares are carried at fair value on the consolidated
statement of financial position with any changes in fair value being recognized in profit or loss in the period when the change occurs.

Voting

Each Series A, B, C, D-1 or D-2 convertible
preference share carries such number of votes as is equal to the number of votes of ordinary share then issuable upon the conversion of such Series A, B, C or D convertible preference share. The holders of convertible preference shares
(Preference Shareholders) and the holders of ordinary shares shall vote together and not as a separate class.

Dividends

The Series A, B, C, D-1 and D-2 Preference
Shareholders shall be entitled to receive, out of any funds legally available, and when and if declared by the Board of Directors, dividends at the rate and in the amount as the Board of Directors considers appropriate. The dividend is cumulative in
nature and all declared but unpaid dividends will be distributed to the Preference Shareholders upon liquidation.

No dividends or other distributions shall be declared, paid or distributed (whether in cash or otherwise) on any ordinary shares or any other classes of shares unless and until a dividend in the like
amount and kind has first been declared on the preference shares on an as-if-converted basis and has been paid in full to the Preference Shareholders.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Liquidation

The convertible preference shares rank ahead of the ordinary shares in the event of a liquidation.

If the liquidation event occurs, each holder of convertible preference shares shall be entitled to receive in the order of
Series D-1, Series D-2, Series C, Series B and Series A preference share, prior and in preference to any distribution of any of the assets of the Company to the holders of the ordinary shares, the amount of purchase price of their individual shares,
plus all declared but unpaid dividends up to and including the date of commencement of the liquidation event. If the assets and funds available are insufficient to permit the full payment, it shall be distributed ratably among the holders of the
convertible preference shares.

Conversion

Convertible preference shares are convertible to ordinary shares (i) at the option of the holders; or
(ii) automatically upon the closing of an initial public offering; or (iii) automatically in the event that holders of 66.67% or more of the convertible preference shares in issue elect to convert.

The conversion price shall initially equal to the purchase price of applicable convertible preference shares and be
subject to adjustment for dividends, splits, subdivisions, combinations, or consolidation of ordinary shares, other distributions, reclassification, exchange and substitution, issuance of additional stock, extension of general offer, winding-up and
other adjustment events.

If the Company shall issue any ordinary shares for a consideration per share less
than the conversion price in effect on the date and immediately prior to such issue, then, and in each such event unless as otherwise agreed by the holders of the convertible preference shares, the holders of convertible preference shares shall be
entitled to receive additional preference shares to ensure the number of shares held by the holders equal to the number of shares that the purchase price would have purchased at such new purchase price.

If the holders of at least a majority of the then outstanding convertible preference shares reasonably determine that an
adjustment should be made to the conversion price, the Company shall request such firm of internationally recognized independent accountants jointly selected by the Company and such holders, acting as experts, to determine as soon as practicable
what adjustment (if any) to the conversion price is fair and reasonable to take account thereof and the date on which such adjustment should take effect, and upon such determination such adjustment (if any) shall be made and shall take effect in
accordance with such determination, the costs, fees and expenses of the accountants selected shall be borne by the Company.

On November 17, 2010, all of the outstanding convertible preference shares were simultaneously converted into 19,760,340.0 ordinary shares upon completion of the Companys IPO.

Redemption and repurchase of shares

The holder of convertible preference shares had the right at any time and from time to time commencing from July 8,
2013, if there is no initial public offering or trade sale, to require and demand the Company to redeem all (but not part) of its convertible preference shares, and the Company shall redeem all (but not part) of the holders convertible
preference shares, and the Company shall redeem all of such holders convertible preference shares within 90 days from the date of the redemption notice given to the Company.

The initial redemption prices for convertible preference shares are the sum of its subscription price and declared but
unpaid dividend up to and including the redemption date.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



20.2 Convertible promissory notes

On June 27, 2008, the Company issued zero coupon convertible promissory notes with an aggregate principal amount of
RMB34,264,500 (US$5,000,000) (the Notes) to third party investors (individually the Holder).

The Notes were convertible into convertible preference shares. Hence the Notes will not result in settlement by the exchange of a fixed amount of cash for a fixed number of the Companys shares. In
accordance with the requirements of IAS 39, Financial Instruments  Recognition and Measurement, the conversion feature and redemption feature of the Notes are accounted as a compound instrument. The host debt contract net of the
derivatives (conversion feature and redemption feature) is considered an equity instrument and has no value. The conversion feature and redemption feature are carried at fair value on the consolidated statements of financial position with any
changes in fair value being charged or credited to the consolidated statements of comprehensive income in the period when the change occurs.

The reconciliation of the carrying values of the convertible promissory notes as at December 31, 2009 is as follows:



|                                                                       |  |      |             |  
|---------------------------------------------------------------------- |  | ---- | ----------- | -
|                                                                       |  | 2009 |            
|                                                                       |  | RMB  |            
|Opening balance                                                        |  |      | 42,743,588  |  
|Changes in fair value recorded in profit or loss                       |  |      | (680,067    | )
|Converted to Series D-2 convertible preference shares on July 20, 2009 |  |      | (42,063,521 | )
|                                                                       |  |      |             |  
|Closing balance                                                        |  |      |            |  
|                                                                       |  |      |             |  

On July 20, 2009, in conjunction with the modification, all of the Notes were
simultaneously converted into 1,628,520.0 Series D-2 convertible preference shares.

The fair value of the
conversion feature and redemption feature was effectively the fair value of the Notes and was calculated using the binomial model with the following major inputs used in the model as follows:



|                           |  |          |            |  
|-------------------------- |  | -------- | ---------- | -
|                           |  | July 20, |           
|                           |  | 2009     |           
|                           |  | US$      |           
|Total fair value of equity |  |          | 87,466,000 |  
|Expected volatility        |  |          | 71.37      | %
|Dividend yield             |  |          | 0.00       | %
|Risk-free rate             |  |          | 0.23       | %
|Expected life              |  |          | 0.1        |  

Any changes in the major inputs into the model would have resulted in changes in the fair
value of the Notes. Refer to Note 20.4. The aggregate changes in the fair value of the Notes from January 1, 2009 to the conversion date was RMB680,067, which has been recorded as the Changes in fair value of convertible promissory
notes in the consolidated statements of comprehensive income for the year ended December 31, 2009.

20.3 Interest-bearing borrowing



|                           |  |      |            |  |      |  |   | 
|-------------------------- |  | ---- | ---------- |  | ---- |  | - | 
|                           |  | 2010 |            |  | 2011 | 
|                           |  | RMB  |            |  | RMB  | 
|Interest-bearing borrowing |  |      | 20,000,000 |  |      |  |  | 
|                           |  |      |            |  |      |  |   | 



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



On April 30, 2010, the Group entered into a RMB30,000,000 revolving
line of credit agreement available until April 29, 2011 with China Merchant Bank. Amounts drawn down bear interest at the prevailing Peoples Bank of China (PBOC) benchmark rate for a one-year loan on the date drawn. The
Groups interest rate on this interest-bearing borrowing was 5.31% per annum. Amounts drawn down as at December 31, 2010 was RMB20,000,000, and there are no commitment fees associated with the unused portion of the line of credit. The
revolving line of credit is wholly guaranteed by Beijing Zhong Guan Cun High Technology Guarantee Company Limited, which is a professional guarantee institute that provides guarantees to high-tech enterprises, which is mainly funded by the PRC
government. The Company paid a fee of RMB264,000 for the guarantee, of which was recorded in interest expense during the year ended December 31, 2010. The interest-bearing borrowing was repaid in full on January 17, 2011.

20.4 Fair values

Set out below is a comparison by class of the carrying amounts and fair value of the Companys financial instruments that are carried in the consolidated financial statements:



|                                                                |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|--------------------------------------------------------------- |  | ----------------- | ------------- |  | ----------------- |  | ------------- | -------------- |  |  | ------------- |  |  |  | ------------- | 
|                                                                |  | December 31, 2010 |               |  | December 31, 2011 | 
|                                                                |  | Carryingamount    |               |  | Fair Value        |  |               | Carryingamount |  |  | Fair Value    | 
|                                                                |  | RMB               |               |  | RMB               |  |               | RMB            |  |  | RMB           | 
|Financial assets                                                |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Trade receivables                                               |  |                   | 224,342,802   |  |                   |  | 224,342,802   |                |  |  | 433,782,917   |  |  |  | 433,782,917   | 
|Bills receivables                                               |  |                   | 59,369,627    |  |                   |  | 59,369,627    |                |  |  | 74,539,413    |  |  |  | 74,539,413    | 
|Other receivables and due from related parties                  |  |                   | 46,266,265    |  |                   |  | 46,266,265    |                |  |  | 35,914,411    |  |  |  | 35,914,411    | 
|Cash and cash equivalents                                       |  |                   | 803,140,440   |  |                   |  | 803,140,440   |                |  |  | 601,377,150   |  |  |  | 601,377,150   | 
|                                                                |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Total                                                           |  |                   | 1,133,119,134 |  |                   |  | 1,133,119,134 |                |  |  | 1,145,613,891 |  |  |  | 1,145,613,891 | 
|                                                                |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Financial liabilities                                           |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Trade payables                                                  |  |                   | 200,720,634   |  |                   |  | 200,720,634   |                |  |  | 201,125,551   |  |  |  | 201,125,551   | 
|Other payables, advances from customers, due to related parties |  |                   | 42,827,947    |  |                   |  | 42,827,947    |                |  |  | 74,245,953    |  |  |  | 74,245,953    | 
|Interest-bearing borrowing                                      |  |                   | 20,000,000    |  |                   |  | 20,000,000    |                |  |  |              |  |  |  |              | 
|                                                                |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 
|Total                                                           |  |                   | 263,548,581   |  |                   |  | 263,548,581   |                |  |  | 275,371,504   |  |  |  | 275,371,504   | 
|                                                                |  |                   |               |  |                   |  |               |                |  |  |               |  |  |  |               | 

The fair values of the financial assets and liabilities are included at the amounts at
which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

The fair value of cash and cash equivalents, trade receivables, bills receivables, other receivables and due from related parties, trade payables, other payables, advances from customers, due to related
parties and interest-bearing borrowing approximate their carrying amounts largely due to the short-term maturity of these instruments.



|21. | Trade payables
|--- | --------------



|               |  |      |             |  |      |  |             | 
|-------------- |  | ---- | ----------- |  | ---- |  | ----------- | 
|               |  | 2010 |             |  | 2011 | 
|               |  | RMB  |             |  | RMB  | 
|Trade payables |  |      | 200,720,634 |  |      |  | 201,125,551 | 
|               |  |      |             |  |      |  |             | 

Trade payables are non-interest-bearing and are normally settled under the terms of 120
to 150 days.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



|22. | Other payables and accruals
|--- | ---------------------------



|                        |  |      |             |  |      |  |             | 
|----------------------- |  | ---- | ----------- |  | ---- |  | ----------- | 
|                        |  | 2010 |             |  | 2011 | 
|                        |  | RMB  |             |  | RMB  | 
|Accrued payroll         |  |      | 20,948,039  |  |      |  | 27,634,206  | 
|Accrued expenses        |  |      | 13,014,743  |  |      |  | 25,344,841  | 
|Advances from customers |  |      | 31,188,928  |  |      |  | 51,481,618  | 
|Other payables          |  |      | 6,154,268   |  |      |  | 6,844,185   | 
|Other tax payables      |  |      | 33,741,327  |  |      |  | 41,938,838  | 
|                        |  |      |             |  |      |  |             | 
|                        |  |      | 105,047,305 |  |      |  | 153,243,688 | 
|                        |  |      |             |  |      |  |             | 

The above balances are non-interest-bearing and are normally settled under the terms of
120 to 150 days.



|23. | Related party disclosures
|--- | -------------------------

On May 31, 2010, the Group distributed cash and the net assets of the distributed entities to its shareholders. Refer to Note 8 for further discussion.

On November 30, 2011, the Group acquired 100% equity interest in Bitcar, a company incorporated in PRC from key
management personnel of the Group. Refer to Note 3 for further discussion.

The following table summarizes the
related party transactions for years ended December 31, 2009, 2010 and 2011:



|                                                                         |  |      |           |  |      |  |           |      |  |  |            | 
|------------------------------------------------------------------------ |  | ---- | --------- |  | ---- |  | --------- | ---- |  |  | ---------- | 
|                                                                         |  | 2009 |           |  | 2010 |  |           | 2011 | 
|                                                                         |  | RMB  |           |  | RMB  |  |           | RMB  | 
|Services purchased from entities with common shareholders of the Company |  |      |           |  |      |  |           |      |  |  |            | 
| Beijing Easy Auto Reach Media Company Limited                          |  |      | 1,560,000 |  |      |  | 2,520,000 |      |  |  | 850,000    | 
| Beijing Le Jia Yi Ye Culture Media Company Limited                     |  |      |          |  |      |  |          |      |  |  | 4,458,000  | 
|                                                                         |  |      |           |  |      |  |           |      |  |  |            | 
|                                                                         |  |      | 1,560,000 |  |      |  | 2,520,000 |      |  |  | 5,308,000  | 
|                                                                         |  |      |           |  |      |  |           |      |  |  |            | 
|Services provided to entities with common shareholders of the Company    |  |      |           |  |      |  |           |      |  |  |            | 
| Beijing Bitcar Interactive Information Technology Company Limited      |  |      |          |  |      |  | 2,050,000 |      |  |  | 5,237,825  | 
| Beijing Le Jia Yi Ye Culture Media Company Limited                     |  |      |          |  |      |  | 2,520,203 |      |  |  | 1,000,393  | 
|                                                                         |  |      |           |  |      |  |           |      |  |  |            | 
|                                                                         |  |      |          |  |      |  | 4,570,203 |      |  |  | 6,238,218  | 
|                                                                         |  |      |           |  |      |  |           |      |  |  |            | 
|                                                                         |  |      |          
|                                                                         |  | 2009 |           |  | 2010 |  |           | 2011 | 
|                                                                         |  | RMB  |           |  | RMB  |  |           | RMB  | 
|Disposal of SHCC to an entity with common shareholders of the Company    |  |      |           |  |      |  |           |      |  |  |            | 
| Autoworld Media Company Limited (Note 8)                               |  |      | 350,000   |  |      |  |          |      |  |  |           | 
|                                                                         |  |      |           |  |      |  |           |      |  |  |            | 
|                                                                         |  |      |          
|                                                                         |  | 2009 |           |  | 2010 |  |           | 2011 | 
|                                                                         |  | RMB  |           |  | RMB  |  |           | RMB  | 
|Acquisition of Bitcar from key management personnel                      |  |      |           |  |      |  |           |      |  |  |            | 
| Key management personnel                                               |  |      |          |  |      |  |          |      |  |  | 60,036,000 | 
|                                                                         |  |      |           |  |      |  |           |      |  |  |            | 



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



The following table summarizes the related party balances as at
December 31, 2010 and 2011:



|                                                                                                                 |  |      |            |  |      |  |            | 
|---------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- |  | ---- |  | ---------- | 
|                                                                                                                 |  | 2010 |            |  | 2011 | 
|                                                                                                                 |  | RMB  |            |  | RMB  | 
|Amounts due from entities with common shareholders of the Company                                                |  |      | 13,154,794 |  |      |  | 10,426,465 | 
|                                                                                                                 |  |      |            |  |      |  |            | 
|                                                                                                                 |  |     
|                                                                                                                 |  | 2010 |            |  | 2011 | 
|                                                                                                                 |  | RMB  |            |  | RMB  | 
|Amounts due to entities with common shareholders of the Company                                                  |  |      | 5,484,751  |  |      |  | 799,996    | 
|Amounts due to key management personnel for the purchase consideration associated with the acquisition of Bitcar |  |      |           |  |      |  | 15,120,154 | 
|                                                                                                                 |  |      |            |  |      |  |            | 
|Total amounts due to related parties                                                                             |  |      | 5,484,751  |  |      |  | 15,920,150 | 
|                                                                                                                 |  |      |            |  |      |  |            | 

The above balances are unsecured, interest-free and have no fixed terms of repayment.

For the year ended December 31, 2010 and 2011, the Group did not make any provision for doubtful debts
relating to amounts owed by related parties. The assessment of doubtful debt provision is undertaken each financial year through examining the financial position of the relevant related parties and the market in which the related parties operate.

Compensation of key management personnel of the Group



|                                                    |  |      |           |  |      |  |           |      |  |  |           | 
|--------------------------------------------------- |  | ---- | --------- |  | ---- |  | --------- | ---- |  |  | --------- | 
|                                                    |  | 2009 |           |  | 2010 |  |           | 2011 | 
|                                                    |  | RMB  |           |  | RMB  |  |           | RMB  | 
|Wages and salaries                                  |  |      | 2,486,927 |  |      |  | 2,864,900 |      |  |  | 3,114,018 | 
|Post-employment benefits                            |  |      | 251,511   |  |      |  | 276,958   |      |  |  | 295,476   | 
|Share-based payments                                |  |      | 66,514    |  |      |  | 3,327,811 |      |  |  | 5,841,132 | 
|                                                    |  |      |           |  |      |  |           |      |  |  |           | 
|Total compensation paid to key management personnel |  |      | 2,804,952 |  |      |  | 6,469,669 |      |  |  | 9,250,626 | 
|                                                    |  |      |           |  |      |  |           |      |  |  |           | 



|24. | Commitments and contingencies
|--- | -----------------------------

Operating lease commitments  Group as lessee

The
Group has entered into operating leases on certain office premises. These leases have an average life of between 2 and 5 years. There are no restrictions placed upon the Group by entering into these leases.

Payments under operating leases are expensed on a straight-line basis over the periods of the respective leases. The terms
of the leases do not contain rent escalation or contingent rents. Future minimum lease payments under non-cancelable operating leases as at December 31 are as follows:



|                                            |  |      |            |  |      |  |            | 
|------------------------------------------- |  | ---- | ---------- |  | ---- |  | ---------- | 
|                                            |  | 2010 |            |  | 2011 | 
|                                            |  | RMB  |            |  | RMB  | 
|Within one year                             |  |      | 13,553,603 |  |      |  | 19,481,603 | 
|After one year but not more than five years |  |      | 27,963,217 |  |      |  | 27,600,144 | 
|                                            |  |      |            |  |      |  |            | 
|                                            |  |      | 41,516,820 |  |      |  | 47,081,747 | 
|                                            |  |      |            |  |      |  |            | 



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Legal Proceedings

The Group may from time to time be subject to various legal or administrative proceedings, either as plaintiff or
defendant, arising in the ordinary course of the Groups business. The Group is not currently a party to, nor is aware of, any legal proceeding, investigation or claim that, in the view of the management, is likely to materially and adversely
affect the Groups business, financial condition or results of operations.



|25. | Financial risk management objectives and policies
|--- | -------------------------------------------------

The Group is exposed to interest rate risk, foreign currency risk, liquidity risk and credit risk. Management reviews and
agrees policies for managing each of these risks and they are summarized below.



| | (i) | Interest rate risk
| | --- | ------------------

The Groups earnings are affected by changes in interest rates due to the impact of such changes on interest income and expense from interest-bearing financial assets and liabilities. The
Groups interest-bearing financial assets comprised primarily of cash deposits at floating rates based on daily bank deposit rates, and the Group had RMB20,000,000 interest-bearing borrowing as of December 31, 2010, which was repaid in
full on January 17, 2011. The interest expense incurred for the year ended December 31, 2011 was RMB44,250 (2010: RMB992,650; 2009: nil).

For the year ended December 31, 2011, the interest income from cash deposits was approximately RMB3,963,484 (2010: RMB618,258; 2009: RMB372,785). A 1% increase or decrease in annual interest rates
would increase or decrease interest income by RMB6,013,772, respectively, based on the cash and cash equivalents balance at December 31, 2011.



| | (ii) | Foreign currency risk
| | ---- | ---------------------

Bitauto HKs deposits are held in RMB, whereas their functional currency is US$. The Groups consolidated statement of comprehensive income can be affected to a certain extent by movements in
the RMB/US$ exchange rate.

The following table demonstrates the sensitivity to a reasonably possible change in
the RMB exchange rate, with all other variables held constant, of the Companys income.



|     |  |                             |       |   |                          |  |            |                          |  |  |             |  
|---- |  | --------------------------- | ----- | - | ------------------------ |  | ---------- | ------------------------ |  |  | ----------- | -
|     |  | Increase/decreasein US$rate |       |   | Effect onincomestatement |  |            | Effect onIncomestatement | 
|     |  |                             |       |   | US$                      |  |            | RMB                      | 
|2011 |  |                             | +5.00 | % |                          |  | (3,301,870 | )                        |  |  | (21,821,418 | )
|     |  |                             | -5.00 | % |                          |  | 3,649,436  |                          |  |  | 21,821,418  |  
|2010 |  |                             | +5.00 | % |                          |  | (3,374,065 | )                        |  |  | (23,346,846 | )
|     |  |                             | -5.00 | % |                          |  | 3,729,230  |                          |  |  | 23,346,846  |  



| | (iii) | Liquidity risk
| | ----- | --------------

The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool.

The Group maintains cash and cash equivalents balances amounting to RMB803,140,440 and RMB601,377,150 as of December 31, 2010 and 2011, respectively, which serves to mitigate liquidity risk.



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BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



The Groups objective is to also maintain a balance between continuity of funding and flexibility through the use of borrowings, when necessary and other liabilities.



| | (iv) | Credit risk
| | ---- | -----------

A majority of the customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis via the Groups
management reporting procedures. The Group provides longer payment terms, ranging between 120 to 180 days to particular automaker customers after applying strict credit requirements based on the Groups credit policy. These automaker customers,
which comprise approximately 60.7% of total receivables as of December 31, 2011 (2010: approximately 51.1%), are major, long-standing customers and are mostly joint venture entities between PRC state-owned enterprises and international
automakers. The related PRC state-owned enterprises have access to funds from the PRC government and thus do not represent substantial credit risks. However, with their influence in the automotive industry in China, these customers are able to
demand longer payment terms to their suppliers, such as the Group.

Credit risk from balances with banks and
financial institutions is managed by Groups treasury in accordance with the Groups policy. As of December 31, 2010 and 2011, substantially all of the Groups cash and cash equivalents and short-term floating rate time deposits
were held by various reputable Chinese major financial institutions located in the PRC and Hong Kong. Historically, deposits in Chinese banks are secured due to the state policy on protecting depositors interests. However, China promulgated a
new Bankruptcy Law in August 2006 that has come into effect on June 1, 2007, which contains a separate article expressly stating that the State Council promulgates implementation measures for the bankruptcy of Chinese banks based on the
Bankruptcy Law when necessary. Under the new Bankruptcy Law, a Chinese bank can go into bankruptcy. In addition, since Chinas concession to the World Trade Organization, foreign banks have been gradually permitted to operate in China and have
been significant competitors against Chinese banks in many aspects, especially since the opening of the Renminbi business to foreign banks in late 2006. Therefore, the risk of bankruptcy of those Chinese banks in which the Group has deposits has
increased. In the event of bankruptcy of one of the banks which holds the Groups deposits, it is unlikely to claim its deposits back in full since it is unlikely to be classified as a secured creditor based on PRC laws. Since the global
financial crisis began during the third quarter of 2008, the risk of bankruptcy of those banks in which the Group has deposits or investments has increased significantly. In the event of bankruptcy of one of these financial institutions, it may be
unlikely to claim its deposits or investments back in full. The Group maintains its deposits across a diversified portfolio of financial institutions and continues to monitor the financial strength of these financial institutions. The Groups
maximum exposure to credit risk for the components of the statement of financial position at December 31, 2010 and 2011 is the carrying amounts as illustrated in Note 20. The Groups maximum exposure for financial instruments is noted in
Note 20.



| | (v) | Fair values
| | --- | -----------

Financial assets of the Group mainly include cash and cash equivalents, trade and receivables, bills receivables and other receivables. Financial liabilities of the Group mainly include trade payables,
other payables, interest-bearing borrowing, convertible preference shares and convertible promissory notes.

The carrying amounts of the Series A, B and C convertible preference shares, convertible promissory notes and the Series
D-1 and D-2 convertible preference shares approximate their fair values at December 31, 2008 and 2009. Fair value estimates are made at a specific point in time and based on relevant market



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with
precision. Changes in assumptions could significantly affect the estimates. Refer to Note 20.4 for further information on fair value.



| | (vi) | Capital management
| | ---- | ------------------

The primary objective of the Groups capital management is to achieve a healthy capital ratio in order to support the current and future growth of the Groups business and to maximize
shareholder value.

Capital includes equity attributable to the ordinary shareholders. In prior periods, the
Company was not able to secure traditional forms of financing, such as long-term bank borrowings on favorable terms, given that the Company has had a relatively short operating history. In order to fund its growth and working capital requirements,
the Company issued convertible preference shares in 2006, 2007, and 2009, and convertible promissory notes in 2008 (collectively referred to as convertible instruments). The convertible instruments include clauses that provide the
holders with significant benefits including liquidation preference, participation in earnings and conversion options. Upon completion of the IPO on November 17, 2010, the Company raised RMB641,038,509 in net proceeds, and the Series A, B,
C, D-1 and D-2 convertible preference shares were automatically converted into ordinary shares (Note 20). To maintain or adjust its capital structure, the Group may change its current dividend policy, return capital to shareholders or issue new
shares.

No changes were made in the objectives, policies or processes for managing capital during the year
ended December 31, 2011.



|26. | Operating segment information
|--- | -----------------------------

For management purposes, the Group is organized into business units based on their services and has three reportable operating segments as follows:



| |  |  | The bitauto.com business segment comprises of advertising activities, and dealer subscription services targeted to the new car automobile market.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The taoche.com business segment comprises of advertising activities, and dealer listing services targeted to the used automobile market.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The digital marketing solutions segment comprises of advertising activities, and advertising agent services.
| | - |  | ------------------------------------------------------------------------------------------------------------

Although the taoche.com business segment does not meet any of the qualitative thresholds to be considered a reportable
segment and meets the criteria to be aggregated with the bitauto.com business operating segment, management believes that information about this segment would be useful to users of the consolidated financial statements as the potential revenue from
this segment is expected to exceed 10% of the Groups total revenue in future periods. Accordingly, management disclosed the taoche.com business segment as a separate reportable segment.

Management monitors the operating results of its business units separately for the purpose of making decisions about
resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements.

The Groups business is primarily carried out in the PRC, on this basis no geographic segment information is
disclosed.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



There are no intercompany transactions between the operating segments
that have an effect on profit or loss before eliminations. The Group does not allocate operating, non-operating income and expenses to each reportable segment. Accordingly, the measure of profit and loss for each reportable segment as reported to
the chief operating decision maker is gross profit. A reconciliation of gross profit to loss before tax from continuing operations is presented in the statements of comprehensive income.



|                              |  |                     |              |   |                    |  |             |                           |  |  |             |   |  |  |              |  
|----------------------------- |  | ------------------- | ------------ | - | ------------------ |  | ----------- | ------------------------- |  |  | ----------- | - |  |  | ------------ | -
|Year ended,
December 31, 2009 |  | bitauto.combusiness |              |   | taoche.combusiness |  |             | Digitalmarketingsolutions |  |  | Total       |  
|Continuing operations         |  |                     |              |   |                    |  |             |                           |  |  |             |   |  |  |              |  
|Revenue                       |  |                     | 159,288,147  |   |                    |  | 12,224,150  |                           |  |  | 121,800,764 |   |  |  | 293,313,061  |  
|Cost of revenue               |  |                     | (57,733,780  | ) |                    |  | (16,717,186 | )                         |  |  | (31,295,320 | ) |  |  | (105,746,286 | )
|                              |  |                     |              |   |                    |  |             |                           |  |  |             |   |  |  |              |  
|Gross profit                  |  |                     | 101,554,367  |   |                    |  | (4,493,036  | )                         |  |  | 90,505,444  |   |  |  | 187,566,775  |  
|                              |  |                     |              |   |                    |  |             |                           |  |  |             |   |  |  |              |  
|                              |  |                     |              |  
|Year ended,
December 31, 2010 |  | bitauto.combusiness |              |   | taoche.combusiness |  |             | Digitalmarketingsolutions |  |  | Total       |  
|Continuing operations         |  |                     |              |   |                    |  |             |                           |  |  |             |   |  |  |              |  
|Revenue                       |  |                     | 291,127,962  |   |                    |  | 19,013,034  |                           |  |  | 147,964,046 |   |  |  | 458,105,042  |  
|Cost of revenue               |  |                     | (79,790,465  | ) |                    |  | (27,475,242 | )                         |  |  | (41,435,009 | ) |  |  | (148,700,716 | )
|                              |  |                     |              |   |                    |  |             |                           |  |  |             |   |  |  |              |  
|Gross profit                  |  |                     | 211,337,497  |   |                    |  | (8,462,208  | )                         |  |  | 106,529,037 |   |  |  | 309,404,326  |  
|                              |  |                     |              |   |                    |  |             |                           |  |  |             |   |  |  |              |  
|                              |  |                     |              |  
|Year ended,
December 31, 2011 |  | bitauto.combusiness |              |   | taoche.combusiness |  |             | Digitalmarketingsolutions |  |  | Total       |  
|Continuing operations         |  |                     |              |   |                    |  |             |                           |  |  |             |   |  |  |              |  
|Revenue                       |  |                     | 463,298,173  |   |                    |  | 28,143,028  |                           |  |  | 178,513,115 |   |  |  | 669,954,316  |  
|Cost of revenue               |  |                     | (104,337,365 | ) |                    |  | (37,599,947 | )                         |  |  | (71,833,455 | ) |  |  | (213,770,767 | )
|                              |  |                     |              |   |                    |  |             |                           |  |  |             |   |  |  |              |  
|Gross profit                  |  |                     | 358,960,808  |   |                    |  | (9,456,919  | )                         |  |  | 106,679,660 |   |  |  | 456,183,549  |  
|                              |  |                     |              |   |                    |  |             |                           |  |  |             |   |  |  |              |  

For the years ended December 31, 2009, 2010 and 2011, revenue from one customer
amounted to RMB62,914,482, RMB74,614,327 and RMB68,143,093, respectively, arising from sales by both the bitauto.com business segment and digital marketing solutions segment.



|27. | Event after the reporting period
|--- | --------------------------------

On April 1, 2012, the Company announced that it revamped the Companys website for used automobiles under a new uniformed resource locator (URL), taoche.com. Traffic to
ucar.cn is automatically redirected to taoche.com. Going forward, the Company will refer to its previous ucar.cn business segment as taoche.com business.



|28. | Parent company only condensed financial information
|--- | ---------------------------------------------------

The Companys ability to pay dividends is primarily dependent on the Company receiving distributions of funds from
its PRC subsidiary. Relevant PRC statutory laws and regulations permit payments of dividends by its PRC subsidiary only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



In accordance with the PRC Regulations on Enterprises with Foreign
Investment and the articles of association of the Companys PRC subsidiary, a foreign-invested enterprise established in the PRC is required to provide certain statutory reserves, which are appropriated from net profit as reported in the
enterprises PRC statutory accounts. A foreign-invested enterprise is required to allocate at least 10% of its annual after-tax profit to the statutory reserve until such reserve has reached 50% of its respective registered capital based on the
enterprises PRC statutory accounts. Foreign-invested enterprises are also required to set aside funds for the employee bonus and welfare fund from their after-tax profits each year at percentages determined at their sole discretion. The
aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Companys PRC subsidiary, BBII was established as a foreign-invested enterprise and, therefore, is subject to the above mandated
restrictions on distributable profits.

As a result of these PRC laws and regulations, subject to the limit
discussed above that require annual appropriations of 10% of after-tax income to be reserved prior to payment of dividends as a statutory reserve, the Companys PRC subsidiary is restricted in their ability to transfer a portion of their net
assets to the Company. Historically, the Companys PRC subsidiary has generated losses in each of the periods from inception through December 31, 2010 as determined pursuant to PRC accounting standards and therefore, no statutory reserves
were recorded. As of December 31, 2011, the PRC subsidiary had accumulated profits amounting to RMB56,907,916 as of December 31, 2011 pursuant to PRC accounting standards, and therefore, statutory reserves amounting to RMB5,690,792 was
recorded as of December 31, 2011.

Condensed statements of comprehensive income



|                                                                                                                  |  |                                 |             |   |      |  |                |      |  |  |             |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----------- | - | ---- |  | -------------- | ---- |  |  | ----------- | -
|                                                                                                                  |  | For the year ended December 31, |            
|                                                                                                                  |  | 2009                            |             |   | 2010 |  |                | 2011 | 
|                                                                                                                  |  | RMB                             |             |   | RMB  |  |                | RMB  | 
|Other operating expense                                                                                           |  |                                 |            |   |      |  | (7,108         | )    |  |  | (6,574      | )
|Selling and administrative expenses                                                                               |  |                                 | (272,116    | ) |      |  | (5,540,763     | )    |  |  | (20,224,966 | )
|                                                                                                                  |  |                                 |             |   |      |  |                |      |  |  |             |  
|Operating loss                                                                                                    |  |                                 | (272,116    | ) |      |  | (5,547,871     | )    |  |  | (20,231,540 | )
|Changes in fair value of derivative component of convertible preference shares                                    |  |                                 | (33,305,170 | ) |      |  | (1,270,701,904 | )    |  |  |            |  
|Changes in fair value of convertible promissory notes                                                             |  |                                 | 680,067     |   |      |  |               |      |  |  |            |  
|Interest income                                                                                                   |  |                                 | (2,221      | ) |      |  | 124            |      |  |  | 909         |  
|Finance costs on convertible preference shares                                                                    |  |                                 | (14,917,041 | ) |      |  | (9,354,999     | )    |  |  |            |  
|Loss on disposal of investment in subsidiary as part of the distribution to shareholders on May 31, 2010 (Note
8) |  |                                 |            |   |      |  | (152,313,749   | )    |  |  |            |  
|                                                                                                                  |  |                                 |             |   |      |  |                |      |  |  |             |  
|Loss before taxes                                                                                                 |  |                                 | (47,816,481 | ) |      |  | (1,437,918,399 | )    |  |  | (20,230,631 | )
|Income tax expense                                                                                                |  |                                 |            |   |      |  |               |      |  |  |            |  
|                                                                                                                  |  |                                 |             |   |      |  |                |      |  |  |             |  
|Loss for the year                                                                                                 |  |                                 | (47,816,481 | ) |      |  | (1,437,918,399 | )    |  |  | (20,230,631 | )
|                                                                                                                  |  |                                 |             |   |      |  |                |      |  |  |             |  
|Other comprehensive income/(loss)                                                                                 |  |                                 |             |   |      |  |                |      |  |  |             |  
|Foreign currency exchange difference                                                                              |  |                                 | 123,486     |   |      |  | 28,352,215     |      |  |  | (36,250,909 | )
|                                                                                                                  |  |                                 |             |   |      |  |                |      |  |  |             |  
|Other comprehensive income/(loss) for the year, net of tax                                                        |  |                                 | 123,486     |   |      |  | 28,352,215     |      |  |  | (36,250,909 | )
|                                                                                                                  |  |                                 |             |   |      |  |                |      |  |  |             |  
|Total comprehensive loss for the year                                                                             |  |                                 | (47,692,995 | ) |      |  | (1,409,566,184 | )    |  |  | (56,481,540 | )
|                                                                                                                  |  |                                 |             |   |      |  |                |      |  |  |             |  



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Condensed statements of financial position



|                                       |  |                    |                |   |      |  |                |  
|-------------------------------------- |  | ------------------ | -------------- | - | ---- |  | -------------- | -
|                                       |  | As at December 31, |               
|                                       |  | 2010               |                |   | 2011 | 
|                                       |  | RMB                |                |   | RMB  | 
|ASSETS                                 |  |                    |                |   |      |  |                |  
|Non-current asset:                     |  |                    |                |   |      |  |                |  
|Investment in subsidiary               |  |                    | 1              |   |      |  | 1              |  
|Prepaid insurance                      |  |                    | 971,329        |   |      |  | 420,060        |  
|                                       |  |                    |                |   |      |  |                |  
|Total non-current asset                |  |                    | 971,330        |   |      |  | 420,061        |  
|                                       |  |                    |                |   |      |  |                |  
|Current assets:                        |  |                    |                |   |      |  |                |  
|Prepayments and other receivables      |  |                    | 8,996,938      |   |      |  | 504,072        |  
|Due from subsidiaries                  |  |                    | 724,398,597    |   |      |  | 668,746,001    |  
|Due from related parties               |  |                    | 25,844         |   |      |  | 24,588         |  
|Cash and cash equivalents              |  |                    | 3,727,046      |   |      |  | 11,754,492     |  
|                                       |  |                    |                |   |      |  |                |  
|Total current assets                   |  |                    | 737,148,425    |   |      |  | 681,029,153    |  
|                                       |  |                    |                |   |      |  |                |  
|TOTAL ASSETS                           |  |                    | 738,119,755    |   |      |  | 681,449,214    |  
|                                       |  |                    |                |   |      |  |                |  
|EQUITY AND LIABILITIES                 |  |                    |                |   |      |  |                |  
|Equity:                                |  |                    |                |   |      |  |                |  
|Issued capital                         |  |                    | 11,595         |   |      |  | 11,696         |  
|Share premium                          |  |                    | 2,406,364,718  |   |      |  | 2,409,156,049  |  
|Treasury shares                        |  |                    |               |   |      |  | (16,809,532    | )
|Employee equity benefit reserve        |  |                    | 9,935,783      |   |      |  | 27,706,721     |  
|Other reserve                          |  |                    |                |   |      |  |                |  
| Foreign currency translation reserve |  |                    | 44,725,393     |   |      |  | 8,474,484      |  
|Accumulated losses                     |  |                    | (1,727,243,164 | ) |      |  | (1,747,473,795 | )
|                                       |  |                    |                |   |      |  |                |  
|Total equity                           |  |                    | 733,794,325    |   |      |  | 681,065,623    |  
|                                       |  |                    |                |   |      |  |                |  
|Current liabilities:                   |  |                    |                |   |      |  |                |  
|Other payables and accruals            |  |                    | 4,325,430      |   |      |  | 383,591        |  
|                                       |  |                    |                |   |      |  |                |  
|Total current liabilities              |  |                    | 4,325,430      |   |      |  | 383,591        |  
|                                       |  |                    |                |   |      |  |                |  
|Total liabilities                      |  |                    | 4,325,430      |   |      |  | 383,591        |  
|                                       |  |                    |                |   |      |  |                |  
|TOTAL EQUITY AND LIABILITIES           |  |                    | 738,119,755    |   |      |  | 681,449,214    |  
|                                       |  |                    |                |   |      |  |                |  



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##### Table of Contents

BITAUTO HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011

(Amounts in
Renminbi (RMB) except for number of shares)



Condensed statements of cash flows



|                                                       |  |                                 |             |   |      |  |             |      |  |  |             |  
|------------------------------------------------------ |  | ------------------------------- | ----------- | - | ---- |  | ----------- | ---- |  |  | ----------- | -
|                                                       |  | For the year ended December 31, |            
|                                                       |  | 2009                            |             |   | 2010 |  |             | 2011 | 
|                                                       |  | RMB                             |             |   | RMB  |  |             | RMB  | 
|Net cash (used in)/generated from operating activities |  |                                 | (370,340    | ) |      |  | 12,077,146  |      |  |  | 60,799,807  |  
|Net cash used in investing activities                  |  |                                 | (74,618,285 | ) |      |  |            |      |  |  |            |  
|Net cash generated from/(used in) financing activities |  |                                 | 77,484,517  |   |      |  | (10,993,376 | )    |  |  | (16,521,452 | )
|                                                       |  |                                 |             |   |      |  |             |      |  |  |             |  
|Net increase in cash and cash equivalents              |  |                                 | 2,495,892   |   |      |  | 1,083,770   |      |  |  | 44,278,355  |  
|Exchange rate effect on cash                           |  |                                 | 123,845     |   |      |  | (4,837,531  | )    |  |  | (36,250,909 | )
|Cash and cash equivalents at beginning of the year     |  |                                 | 4,861,070   |   |      |  | 7,480,807   |      |  |  | 3,727,046   |  
|                                                       |  |                                 |             |   |      |  |             |      |  |  |             |  
|Cash and cash equivalents at end of the year           |  |                                 | 7,480,807   |   |      |  | 3,727,046   |      |  |  | 11,754,492  |  
|                                                       |  |                                 |             |   |      |  |             |      |  |  |             |  



| | (a) | Basis of presentation
| | --- | ---------------------

The separate condensed financial statements above have been presented on a parent company only basis. Under a parent company only presentation, the Companys investment in its
subsidiary is presented at cost. Such investment is presented on the separate condensed statements of financial position of the Company as Investment in subsidiary.

The subsidiary did not pay any dividends to the Company for the periods presented.

There were no indicators of impairment associated with the investment in subsidiary as of December 31, 2010 and 2011.

Certain information and note disclosures normally included in financial statements prepared in accordance with
IFRS have been condensed or omitted by reference to the consolidated financial statements.



| | (b) | Commitments
| | --- | -----------

The Company does not have any significant commitments or long-term obligations as of December 31, 2010 and 2011.



|29. | Approval of the consolidated financial statements
|--- | -------------------------------------------------

The consolidated financial statements were approved and authorized for issue by the Board of Directors on April 26, 2012.



F-65